MERGERS AND ACQUISITIONS
The in-house counsel
whether it’s post approval, there’s always a risk that the license will not be provided, or that a specific element of the deal will not be concluded. But I wouldn’t say that it will kill the entire transaction. In most cases, you need to evaluate the person you are dealing with. That gives you a bit more reassurance as to whether this transaction will actually take place. Once you identify the individuals, you run due diligence and understand the risks that are associated with the other party. That should give, I would say, 90 percent certainty as to whether it will get approved or not. Finally, understand exactly what you’re buying. If it’s not about a license, then the terms of the deal could be simplified in relation to what approval or confirmation will be required relating to that specific asset. Once you have all of that computed, it may look a little less complex. My way of looking at all of these transactions is to take break them down into chunks and understand how do we deal with each one separately? That’s what we’ve done in many transactions that involved various regulators. For example, with DraftKings’ deal with SB Tech, the Maltese, the UK or the Irish license, wasn’t that critical. We did pursue those approvals as part of the transaction but we all agreed that if they were not forthcoming, nothing will actually happen. It was part of the discussion, but it wasn’t the most crucial element. That’s the benefit of identifying exactly what is it that you’re looking for. No transaction will ever be 100 percent risk free so when it comes to pre-approvals, or any other guarantees that are provided, that’s an added value, but things can change later on depending on the circumstances. There are things that are beyond the control of all parties and that is where the risk lies. But if you run your checks on the entity or person that are dealing with and you do so with great care before you enter into the transaction itself then I think that the pre-approvals or all the can become kind of redundant. Once you have a level of certainty that you can assess a transaction as one where the people responsible for the commercial agreement would be comfortable with the risk, then you deal with whatever comes up later on. No matter what we do, some something can come up later on. That is the reality and we just need to
David Yattom has a strong background in corporate and commercial law with a focus on antitrust. Having overseen several mergers as a general counsel for SB Tech subsequently DraftKings, He is now general counsel of Soft2Bet. Most advisers benefit from seeing transactions as complex because when it’s a complex transaction it means that I pay more. My solution is to take a simplified view of each element of the transaction. I’ve been involved in some major transactions in the online gambling industry and we looked at each jurisdiction separately. You need to understand what are the risks, understand who the person is that is on the other side of the deal and understand what exactly it is that you’re buying. Because most of the times when you’re buying a company, you’re not necessarily buying it for the entirety of its operation. You might be acquiring a specific operation; you might be acquiring technology. You might be acquiring something else, even workforce. And sometimes getting regulatory approval or getting a specific license is not as important as it might seem. So you need to put things is perspective. When it comes to the approval, there is a complexity. Whether it’s pre-approval,
PAGE 50
IMGL MAGAZINE | DECEMBER 2024
Made with FlippingBook flipbook maker