Market volatility will affect merger negotiations

Article Abstract:

The volatile stock market of 1998 and its effect on acquisitions and mergers after adverse developments in one party's business mandate not merely using a boilerplate price-protection clause and careful construction of the one used. The decision to include or forego such mechanisms can raise significant fiduciary duty questions for the corporate directors, which become more difficult if a price-protection mechanism is triggered and the board decides not to exercise a termination right.

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Insurance is available for pharmaceutical recalls; CGL and all-risk policies should together cover third-party liabilities and first-party costs

Article Abstract:

The advisability of all-risk liability insurance to cover the product recall losses of drug companies is discussed, and what is required for recovery under such a policy is discussed.The sistership exclusion under standard-form liability policies is also discussed.

Evaluation, Pharmaceutical industry, Insurance, Product recalls

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Liabilities, coverage are key factors; mergers require an understanding of the target's potential liabilities, and insurance assets to respond to them

Article Abstract:

Issues concerning the need to evaluate insurance assets including potential long-tail claims during the due diligence phase of a merger is discussed. These insurance assets can be used to respond to a target's potential liabilities

Economic aspects

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