When the deal is agreed, how does the buyer make sure it is protected from preclosing problems? How does the seller make sure it gets the value it bargained for? Indeed, closing risks and incentives are increasingly important in public takeovers, including: • regulatory, antitrust and other possible government approvals; • financing; • material adverse change; • minority shareholders or activist interferences or litigation; • interlopers; and • shareholder approval and other concepts (including common and civil law way-outs). This session will explore current market terms and negotiations of these issues with top M&A lawyers in the context of recent public deals, as well as lessons or ways to secure or accelerate closing.