Selling to a corporate
- a view from the other side
Tim Bratton
General Counsel
The Financial Times
twitter: @legalbrat
e: tim.bratton@ft.com
FT acquisitions since 2007
The Dance of the Anacronyms
NDA
IM
DDQs 1, 2 & 3
SPA
Deal Tips
Prepare to sell before you are prepared to sell
Stay Engaged
Beware of Deal Fatigue
Baking Bread - Intellectual Property
Key ingredients
what is the key IP in your company?
was it created by employees or third
parties?
have third parties assigned or licensed IP to
the company?
if not, will they agree to do so
retrospectively?
is your brand complaint-proof?
Baking Bread - Data Protection
Key ingredients
a well-structured customer database
clarity on what data you can use for what
purpose
ensure the database is managed in
accordance with legal principles
maintain appropriate notifications with the
Information Commissioner
Baking Bread - Employees
Key ingredients
do the knitting, standard ts&cs
consider key person dependency risks
ensure staff disputes dealt with properly
consider if you want to take everyone with
you
Baking Bread - Customer Contracts
Key ingredients
contract in writing please
standard customer templates
use them and renew them in writing
maintain a simple contract database
avoid clauses allowing customers to
terminate on a change of control
Baking Bread - Supplier Contracts
Key ingredients
know who your key suppliers are
well defined service descriptions
well defined service levels
bake-in (favourable) pricing
avoid clauses allowing supplier to terminate
on change of control
Escrow & Earn-outs
Escrow
accept it – it’s a fact of life
reduce escrow time period
negotiate tranched escrow release
Earn-outs
it’s all about the Restricted Matters
Schedule
be clear what the earn-out is measured on
right to regular reports & audit right
Summary
hire advisers before you need them
prepare to sell before you are prepared to
sell (bake the bread before you need it)
always use the key ingredients
beware of deal fatigue
accept escrow as a fact of life and focus
energies elsewhere
on earn-outs, focus on the Restricted
Matters schedule
Thank you
Tim Bratton
General Counsel
The Financial Times
twitter: @legalbrat
e: tim.bratton@ft.com