Closing Conditions and Bring-Down Mechanics

What this video covers

• Why financing is a closing condition only when the merger agreement expressly says so, and why most public-company strategic deals are not financing-conditioned
• The difference between bring-down of representations and warranties (R&W) and no-Material Adverse Effect (MAE), including which concept tests accuracy of statements versus business deterioration
• The nine standard categories of closing conditions and which party holds the walk-away right when each condition fails
• Why the Hart-Scott-Rodino (HSR) waiting period is 30 calendar days for most mergers but 15 calendar days for cash tender offers, and how this ties to the Williams Act timeline
• Why the Committee on Foreign Investment in the United States (CFIUS) is a national security review, not an antitrust review, and how it can block a deal even after antitrust clearance
• The materiality distinction in bring-down standards: "accurate in all material respects" for ordinary reps versus "accurate in all respects" for fundamental reps like capitalization and corporate authority
• The exact division of labor between the investment banker (monitors the closing checklist, reports status) and legal counsel (drafts filings, clears regulatory hurdles)