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Mergers & Acquisitions, Columns

February 24, 2020

Strategic Leverage: Utilizing State Law in M&A Sandbagging Negotiations


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Currents, the newsletter of the Corporate Counsel Section of the State Bar of Texas, featured an article titled “Strategic Leverage: Utilizing State Law in M&A Sandbagging Negotiations,” authored by partners Sarah McLean (Austin-Mergers & Acquisitions), Todd Lowther (Houston-Tax) and associate Cassandra Cuellar (Austin-Emerging Growth). The article appeared in Currents’ Winter 2020 issue.

The article explores the current state law on sandbagging in Delaware, Texas, New York, California, Colorado, New Mexico, North Dakota, Ohio and Pennsylvania, key jurisdictions in both the energy and technology sectors. By understanding the default state law position on sandbagging, practitioners can strategically use negotiating leverage in discussions on whether to include pro-sandbagging clauses, anti-sandbagging clauses or to remain silent.

Read “Strategic Leverage: Utilizing State Law in M&A Sandbagging Negotiations”.

Authors and Contributors

Sarah McLean


Private Equity

+1 713 898 0724

+1 713 898 0724


Todd Lowther



+1 713 354 4898

+1 713 354 4898