Regulatory Approvals and Filings in M&A Deals

Summary

Regulatory approvals and filings should be an important consideration early in the negotiation process to prevent any delay in the closing of the transaction. If it is determined that specific regulatory approval is potentially required, the acquisition agreement will typically include one or more of the following provisions: (1) a representation and warranty by the seller that it is not in violation of applicable regulation(s), (2) a covenant that the seller will take certain actions before the closing to bring itself into compliance with regulations and/or obtain necessary regulatory approval(s), or (3) a closing condition that such regulatory approval(s) must be obtained.