Parsons Seminar Series with Professor Eric Talley

24 September 2009

Allocating Risk and Uncertainty in M&A Agreements

This seminar is part of the Ross Parsons Corporate and Commercial Series for 2009.

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You can attend in person or via a web link up. Please Register Online for attendance and for web participation.

Commentator: David Friedlander, Partner, Mallesons Stephen Jaques

About the presentation

The economic crisis of 2008-09 has placed particular strain on the structure and design of acquisitions agreements. Much of this strain has been playing out in courtrooms around the world over the last eighteen months. This address will consider how courts should interpret contractual conditions in general—and such conditions in M&A agreements in particular—within environments of extreme volatility.Talley advances the thesis that contract law and doctrine must be sensitive to two different sources of randomness: risk (randomness whose probabilistic nature can be characterised with objective probabilities) and uncertainty (randomness whose probabilistic behavior is extremely unfamiliar, unknown, or even unknowable).Heargues that courts the optimal design of contract terms in conditions of uncertainty will generally not mimic those borne solely from risk, and consequently courts should be sensitive to thisdistinction in interpreting M&A provisions (such as representations, conditions, warranties and material adverse event clauses). The lessons from this distinctionreadily apply toa number of recent high profile disputes over failed acquisitions.

About the speaker

Eric Talley is a leading authority on corporate law, and law and economics. In addition to teaching corporate law, he serves as faculty co-director of Boalt's Berkeley Center for Law, Business and the Economy. He joined the faculty in 2006.

Talley was previously at University of Southern California Law School from 1995 to 2005. He held the Theodore and Ivadelle Johnson Chair in Law and Business in 2005, having become a full professor in 2000. Talley led two of the law school's respected research centers, and was director both at the USC Center in Law, Economics and Organization and the USC/Caltech Olin Center for the Study of Law and Rational Choice from 2002 to 2004.

Talley has also taught both law and economics classes at Georgetown Law Center, the California Institute of Technology, the RAND Graduate School and Stanford University.

About the Commentator

David Friedlander is a mergers & acquisitions and securities lawyer in the Sydney office of Mallesons Stephen Jaques. He is consistently ranked as one of Australia's top M&A and equity capital markets lawyers. David regularly acts for both bidders and targets in takeovers. He also acts for issuers and underwriters in ordinary hybrid securities offerings.

David is integral to the firm's growth in Asia Pacific and spends time in our Hong Kong and China practices.

Details regarding the Ross Parsons Corporate and Commercial series are included in the series brochure. To view the brochure, please click here.

Time: 5.30-7.30pm (Registration and refreshments: 5.30pm. Seminar: 6-7.30pm)

Location: Sydney Law School, Building F10, Eastern Avenue, University of Sydney

Cost: $99 (inc GST) or $77 (inc GST) for web participation

Contact: Events Coordinator

Phone: 9351 0238

Email: 39583b422210313e1f1f393d5c2113481f543c160a22