February 15, 2020

Merger Contract Provisions Database


The Mergers and Acquisitions Committee has compiled a database of publicly-available, antitrust-related provisions to assist practitioners that are in the process of negotiating a merger or acquisition agreement. For each deal, we provide a brief summary of the transaction and key provisions, and then the provisions related to each of the following categories:

  • Cooperation: provisions that address the parties obligations before close, including efforts that must be undertaken to accomplish the transaction, timing of the HSR filing, information sharing, and communications with regulators
  • Conditions Precedent: antitrust-related conditions that must be satisfied before the parties may close
  • Defense Strategy: balance of control over the defense strategy
  • Litigation Commitments: parties’ obligations to litigate
  • Remedy Commitments: extent to which the buyer is obligated to divest or otherwise remedy any antitrust concerns 
  • Reverse Break Fees: provisions related to payments to the seller if deal not consummated due to failure to obtain antitrust clearance
  • Termination Provisions: conditions under which the parties may walk away from the agreement

We have organized the database by both deal and by key provisions:

By Deal

By Provision