In this episode, Mayer Brown’s Global Corporate M&A Podcast unpacks the surprising staying power of term sheets—even after definitive agreements are signed. Hosts Jon Dhanawade, Frank Favia, and Andrew Stanger dissect recent...more
8/25/2025
/ Acquisition Agreements ,
Acquisitions ,
Contract Drafting ,
Contract Negotiations ,
Contract Terms ,
Delaware ,
Integration Clauses ,
Merger Agreements ,
Merger Clause ,
Mergers ,
Term Sheets
Deal parties may be surprised to learn that a term sheet signed as part of early negotiations can, in some circumstances, continue to be binding after the execution of a definitive transaction agreement contemplated by the...more
AT A GLANCE -
The Delaware Chancery Court has issued a notable opinion that confirms Delaware’s position as a pro-sandbagging jurisdiction and clarifies when damages may be computed using a transaction multiple. We...more
3/19/2025
/ Acquisition Agreements ,
Breach of Contract ,
Business Litigation ,
Calculation of Damages ,
Contract Terms ,
Corporate Governance ,
Delaware ,
Merger Agreements ,
Private Equity ,
Risk Management ,
Sandbagging
In a notable holding, the Delaware Supreme Court has confirmed that forfeiture-for-competition provisions generally are not subject to reasonableness review, greatly enhancing the likelihood of their enforceability. LKQ...more
On March 9, 2021, the Corporation Finance Division of the Securities and Exchange Commission (SEC) updated its guidance in Disclosure Topic No. 7 for preserving confidential treatment of exhibits redacted pursuant to an SEC...more
Acting SEC Chair, Allison Herren Lee, announced in a February 11 statement that going forward, the Securities and Exchange Commission (SEC) will review offers of settlement and requests for waivers of collateral consequences...more
The SEC has brought its first enforcement action against a public company relating to disclosure of the financial effect of the pandemic. The Cheesecake Factory Incorporated, without admitting or denying the SEC’s findings,...more
12/9/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Statements ,
Form 8-K ,
Infectious Diseases ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
The Public Company Accounting Oversight Board (PCAOB) recently released an interim analysis report on the initial impact of critical audit matter (CAM) requirements (Auditing Standard No. 3101). Generally, CAM requirements...more
On September 30, 2020, the Securities and Exchange Commission (SEC) entered a cease-and-desist order against a registrant for failure to disclose approximately $1.7 million in travel-related perquisites and personal benefits...more
On September 9, 2020, the U.S. Securities and Exchange Commission (SEC) staff amended CF Disclosure Guidance Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2 (Guidance Topic No. 7) to...more