The dangers of doing an M&A agreement over a weekend

When I was practicing full-time, I strongly (and rarely successfully) argued for sticking to internal deadlines and against trying the last-minute editing of briefs or other documents for anything other than egregious errors: the risk of larger irreparable errors being introduced in a hectic rush always seemed to me to outweigh the benefits of crafting paragraphs ever so finer. Such an error may have occurred in the Bear Stearns deal, and will no doubt show up on Above the Law tomorrow. NY Times:

JPMorgan and Bear were prompted to renegotiate after shareholders began threatening to block the deal and it emerged that several “mistakes” were included in the original, hastily written contract, according to people involved in the talks.

One sentence was “inadvertently included,” according to a person briefed on the talks, which requires JPMorgan to guarantee Bear’s trades even if shareholders voted down the deal. That provision could allow Bear’s shareholders to seek a higher bid while still forcing JPMorgan to honor its guarantee, these people said.

When the error was discovered, James Dimon, JPMorgan’s chief executive, who was described by one participant as “apoplectic,” began calling his lawyers at Wachtell, Lipton, Rosen & Katz to seek a way to have the sentence modified, these people said. Finger pointing over the mistakes in the contracts began as bankers blamed the lawyers and vice versa.

One Comment

  • This wasn’t “inadvertent” by any stretch of the imagination. JP Morgan executives referenced it on the call following the announcement of the deal. The whole deal was intended to keep Bear in business, which couldn’t happen without JP Morgan guaranteeing Bear’s liabilities. JP Morgan is just pissed now that it has suddenly realized it won’t be able to get away with the highway robbery it had once envisioned. To blame the lawyers here is convenient, but doesn’t match up well to reality.