The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sat, 01 Aug 2026 11:30:34 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Test-Driving a Hybrid Go-Shop – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Test-Driving a Hybrid Go-Shop https://corpgov.law.harvard.edu/2010/11/28/test-driving-a-hybrid-go-shop/?utm_source=rss&utm_medium=rss&utm_campaign=test-driving-a-hybrid-go-shop https://corpgov.law.harvard.edu/2010/11/28/test-driving-a-hybrid-go-shop/#comments Sun, 28 Nov 2010 14:47:01 +0000 http://blogs.law.harvard.edu/corpgov/?p=13822?d=20150120095811EST Posted by David Fox, Kirkland & Ellis LLP, on Sunday, November 28, 2010
Editor's Note:

David Fox is a partner at Kirkland & Ellis LLP, focusing on complex mergers and acquisitions as a member of that firm’s Corporate Group. This post is based on a Kirkland & Ellis M&A Update by Mr. Fox and Daniel Wolf.

By now dealmakers are no doubt familiar with the “go-shop” which gained popularity during the 2006-2008 LBO boom as an alternative formulation to the traditional “no-shop” in sale agreements for public company targets. In a number of recent strategic deals an interesting hybrid formulation has been used under which the traditional no-shop prohibitions on post-announcement active solicitation of competing offers apply but the bifurcated termination fee structure feature of the go-shop is used, with a lower break-up fee applying in the event the topping bid surfaces during a defined initial period after the deal signing.

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