| 作者 |
 证监会发审委也太牛了吧。。。熟悉A股上市的来讲讲啊~----------谁为“美的高盛事件”负责？（ZT) |
 |
| 所跟贴 |
In love and war, all is fair. -- oliver - (229 Byte) 2007-9-12 周三, 21:58 (618 reads) |
ceo/cfo
[博客]
[个人文集]
头衔: 海归中将
声望: 院士
性别: 
加入时间: 2004/11/05
文章: 12941
海归分: 491638
|
|
|
作者：ceo/cfo 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
Love it or leave it. There shall be a provision of Material Adverse Change or Material Adverse Effect stating the deal is up to renegotiations for the terms or even calloff in the event that any change or effect takes place that is materially adverse to the business, financial condition or results of operations of such entity and its Subsidiaries taken as a whole; provided, (here is something GS could have done) however, that (i) any adverse change, effect or effect that is demonstrated to be primarily caused by conditions affecting the Cihinese economy or the Chinese equity markets fluctuations generally or the economy of any nation or region in which such entity or any of its Subsidiaries conducts business that is material to the business of such entity and its Subsidiaries, taken as a whole, shall not be taken into account in determining whether there as been or would be "Material Adverse Change" or "Material Adverse Effect" on or with respect to such entity, (ii) any adverse change, event or effect that is demonstrated to be primarily caused by conditions generally affecting the electronics retail industry (wherever Mei De's business falls into) shall not be taken into account in determining whether there has been or would be a "Material Adverse Change" or "Material Adverse Effect" on or with respect to such entity, (iii) any adverse change, event or effect that is demonstrated to be primarily caused by the announcement or pendency of the Merger or the transactions contemplated hereby shall not be taken into account in determining whether there has been or would be a "Material Adverse Change" or "Material Adverse Effect" on or with respect to such entity. ...
Again, GS and its attorneys did a poor job, period.  This was almost exactly what happened to the deal that Bain, Carlyle, and Cllyton Assoc. were purchasing Home Depot's Supply Division with an original price tag of $10.3 billions. Due to the current credit crunch and the dire housing situation in particular, both parties tried very hard to renegotiate for a new and mutually acceptable price, which was $8.5 billions plus HD still holds a 10% stake in the division. You see everything is negotiable. The ba<x>se for the renegotiation was that Material Adverse Change. Meanwhile, Bain and Carlyle didn't want to walk away from the deal by paying Home Depot a breakup fee of $300 millions!! because Bain/Carlyle didn't have a strong case at all. 
My principal number one: Negotiate hard but walk away from overpriced deals. 
作者：ceo/cfo 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
|
|
|
| 返回顶端 |
|
 |
|
| |
|
|
|
您不能在本论坛发表新主题, 不能回复主题, 不能编辑自己的文章, 不能删除自己的文章, 不能发表投票, 您 不可以 发表活动帖子在本论坛, 不能添加附件不能下载文件, |
|
|
