Balance of power remains with sellers in M&A deals

Sellers in M&A deals have been able to limit their liability in transactions despite tough economic times, a review by European legal and tax advisor CMS has shown.

The review, CMS’ fifth annual M&A study, analysed 1,700 deals between 2007 and 2012.
Thomas Meyding, head of CMS corporate group, commented: ‘2012 was another uncertain year in which global M&A activity flat-lined - with total deal value almost exactly the same as in 2011.

Risk allocation

‘Despite the challenges of finding potential purchasers in today’s market, once sellers have done so, they tend to get a good deal in terms of risk allocation.’
The survey revealed that 2012 saw an increase of so-called ‘locked box’ deals, which gained popularity with purchasers through their simplicity and definitive nature.
Slightly more than half of deals now have a liability cap of less than half the purchase price according to CMS, while general warranty limitation periods are becoming increasingly regular around the 12 to 24 month period.