Sunday, March 10, 2024

Fun with mergers and acquisitions..........


All of these are big serious companies with good lawyers who have written these contracts before. Chevron’s proposed acquisition of Hess is as straightforward as can be, a completely standard all-stock reverse triangular merger; there is no weird structuring here to either get around or trigger the right of first refusal. It’s a simple question: Does the right of first refusal apply to a normal merger of Hess? Exxon seems confident that it does; Chevron and Hess seem confident that it does not.

Weird stuff. I obviously cannot tell you who is right. The language of the Stabroek joint operating agreement is not public, and neither is the arbitration filing, so I don’t know what the contract says, and even if I did I probably wouldn’t be sure what it means. The people who wrote it aren’t sure!

-Matt Levine

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