“Latham’s Reputation On Line In Year’s Biggest Merger Debacle”
However the M&A world responds to his finding, this is one peculiar case it would do well to keep in mind.
“In future public deals, the buyer and seller are going to have to be very careful not to leave the other with some sort of out, in the form of a required tax opinion that has to be delivered only by the other party’s law firm, without negotiating backup options in case that firm fails to render the opinion,” Thompson & Knight LLP tax partner Todd Keator told Law360 on Thursday ahead of the decision.
“This is definitely going to change the way I review these types of documents in the future,” Keator continued. “I think we’re all going to have to be prepared to add a ‘Williams Clause’ to our documents providing for flexibility to designate alternative counsel if needed.”