All tabletop exercises
M&A·Intermediate·Executive audience
The target is breached between signing and close
The prompt — read this to the room
You signed the agreement to buy a regional medical-billing company three weeks ago. Closing is in five weeks, pending regulatory approval. This morning the target's CEO calls: ransomware hit them overnight and patient billing records may have been taken. Your security team wants to send people in to help. Your lawyers warn that you cannot run the target's business before close. The agreement has a material adverse effect clause, and your board meets in four days. What do you do, and what are you allowed to do?
Total duration
2 h
People to involve
7
Best fit
Healthcare
Who to involve
Most important first.
- CEO / Managing director
- Legal counsel
- CISO / Head of security
- CFO / Finance
- Board member
- Privacy officer / DPO
- Communications / PR
What it tests
- Separate what the buyer can lawfully do before close from what only the target can do
- Decide what information the buyer needs from the target and how to request it under the agreement
- Evaluate the deal options: proceed, renegotiate, delay, or invoke conditions
- Plan for the notification and regulatory obligations the buyer will own after close
Outline of activities
- 1The call from the target and the first questions to ask
- 2Gun-jumping limits: help without taking control
- 3What the agreement says: covenants, conditions, material adverse effect
- 4Patient data and the regulatory exposure you are about to buy
- 5The board paper: options and recommendation
- 6Debrief: interim-period security clauses for the next deal
Run sheet (Pro)
The facilitator's timeline of execution, the detailed steps for running the session and the questions to ask each person.
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