CCCP Mergers & Acquisitions Compliance 4

Question 1

What is a 'clean team' in the context of M&A due diligence?

Accepted Answer

A restricted group of advisors who access competitively sensitive information under a firewall protocol

Answer

A clean team is a firewalled group that reviews competitively sensitive data so that gun-jumping and antitrust concerns are minimized during pre-closing diligence.

Question 2

What is 'gun-jumping' in M&A antitrust compliance?

Accepted Answer

Prematurely coordinating operations or sharing competitively sensitive information before HSR clearance

Answer

Gun-jumping occurs when parties coordinate business operations or exchange competitively sensitive information before antitrust clearance, violating Section 1 of the Sherman Act and HSR rules.

Question 3

Which post-merger integration step is most critical from a compliance perspective to reduce inherited regulatory risk?

Accepted Answer

Harmonizing compliance policies and training employees on the acquirer's Code of Conduct

Answer

Harmonizing compliance policies and training ensures employees understand the acquirer's standards, reducing the risk of continued violations under old practices.

Question 4

In the context of CFIUS review, what is the primary national security concern evaluated during a foreign acquisition of a US company?

Accepted Answer

Whether the transaction threatens to impair national security, including access to critical technology or infrastructure

Answer

CFIUS evaluates whether a foreign acquisition could impair US national security by granting foreign control over critical technology, infrastructure, or sensitive data.

Question 5

A target company has an existing DOJ deferred prosecution agreement (DPA). How does this affect the acquiring company's compliance obligations?

Accepted Answer

The acquirer must notify the DOJ, honor the DPA's terms, and may need to negotiate amended obligations

Answer

DPAs typically include change-of-control notification requirements, and the acquirer generally inherits the compliance obligations unless the DOJ agrees to modify the agreement.

(CCCP) Certified Corporate Compliance Professional Practice Test

(CCCP) Certified Corporate Compliance Professional Practice Test

CCCP Mergers & Acquisitions Compliance 4