DealLawyers.com Blog

In our latest Deal Lawyers Download Podcast, Honigman’s Matthew VanWasshnova joined Meredith to discuss the implications of the ongoing changes in US tariff policy for M&A transactions.  Topics covered in this 28-minute podcast include:

– Why significant tariff uncertainty remains and is on the minds of M&A practitioners

– The tariff-related risks deal teams have been navigating in 2025, including pricing risk, deal risk and timing pressure, regulatory and enforcement risk and the greater potential for post-closing disputes that comes with uncertainty and complexity

– How buyers are front-loading trade diligence and carefully scrutinizing supply chains, mapping both supply- and demand-side risks, and why it’s crucial to involve commercial transactions attorneys in this process

– How buyers have attempted to tailor representations to address certain trade risks, while maintaining the breadth of representations and warranties that have been adopted as market

– Tips for buyers seeking RWI policies, which generally exclude tariff-related risks

– Common earnout structures and the use of rollover equity or seller notes to allocate tariff risk

– How parties are seeking to manage risk between signing and closing (e.g., tariff-based closing conditions, walkaway rights if certain cost thresholds are hit, some reversion to a financing out and interim covenants that address operations and the supply chain)

We’re always looking for new podcast content, so if you have something you’d like to talk about, please reach out to me at john@thecorporatecounsel.net or Meredith at mervine@ccrcorp.com. We’re wide open when it comes to topics – an interesting new judicial decision, other legal or market developments, best practices, war stories, tips on handling deal issues, interesting side gigs, or anything else you think might be of interest to the members of our community are all fair game.

– John Jenkins