Daniel Avery on Merger Agreements

Compliance with Laws Representations

Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....more

3/16/2021 / American Bar Association (ABA) , Buyers , Contract Terms , Corporate Sales Transactions , Disclosure Requirements , Merger Agreements , Purchase Agreement , Representations and Warranties , Sellers , Stock Purchase Agreement

Alternative Dispute Resolution Provisions

Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published in Bloomberg Law....more

3/3/2021 / Acquisition Agreements , Arbitration , Arbitration Agreements , Business Disputes , Contract Disputes , Mediation , Merger Agreements , Purchase Agreement

No Undisclosed Liabilities Representations

Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law - February 2021....more

2/17/2021 / Acquisition Agreements , American Bar Association (ABA) , Balance Sheets , Buyers , Carve Out Provisions , Contract Drafting , Contract Terms , Corporate Sales Transactions , GAAP , Liability , Merger Agreements , Purchase Agreement , Sellers

Use of Knowledge Qualifiers for Representations and Warranties

Introduction - In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. The scope and detail of...more

2/15/2021 / Acquisition Agreements , Actual or Constructive Knowledge , Contract Terms , Corporate Sales Transactions , Merger Agreements , Representations and Warranties

Financial Statement Reps

Market Trends: What You Need to Know - According to the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies, financial statement representations are universally required from sellers in...more

1/12/2021 / Acquisition Agreements , Asset Purchaser , Books & Records , Corporate Governance , Corporate Sales Transactions , Financial Statements , GAAP , Merger Agreements , Purchase Agreement

The ‘Materiality Scrape’ Provision What’s Market?

Market Trends: What You Need to Know - Over the past almost 15 years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to...more

11/12/2020 / Breach of Contract , Contract Negotiations , Contract Terms , Corporate Sales Transactions , Material Adverse Effects , Materiality , Merger Agreements , Representations and Warranties

Trends in M&A Provisions: Disclosure Schedule Updating

Market Trends: What You Need to Know - Over the past several years, an express right, or obligation, of sellers to update disclosure schedules between signing and closing is becoming less common. Originally Published in...more

11/5/2020 / Acquisition Agreements , Corporate Sales Transactions , Disclosure Requirements , Merger Agreements , Termination Rights

COVID Impact as a Standalone Indemnity in M&A Transactions

Introduction - The COVID virus has ushered in unprecedented and challenging times for our country and the global community. From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral...more

8/11/2020 / Acquisition Agreements , Contract Terms , Coronavirus/COVID-19 , Corporate Sales Transactions , Indemnity , Merger Agreements , Representations and Warranties

Disclosure Schedule Updating for COVID-19 Effects

The COVID-19 virus has ushered in unprecedented and challenging times for our country and our global community....more

4/8/2020 / Coronavirus/COVID-19 , Corporate Sales Transactions , Disclosure Requirements , Merger Agreements , Purchase Agreement

COVID-19 Considerations In Private Company M&A Transactions

The COVID-19 virus has ushered in unprecedented and challenging times for our country and our global community. From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral adjustments in...more

4/1/2020 / Acquisition Agreements , Coronavirus/COVID-19 , Corporate Sales Transactions , Merger Agreements

M&A Trends: COVID-19 As A Material Adverse Change

As COVID-19 has proliferated throughout the United States, the resulting health-related government actions - in the form of school and business closures, emergency declarations, shelter in place requirements and the like -...more

3/26/2020 / Acquisition Agreements , Contract Terms , Coronavirus/COVID-19 , Material Adverse Change Clauses (MACs) , Merger Agreements

Trends in M&A Provisions: Indemnity Caps

In merger and acquisition (“M&A”) transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations and warranties made by the...more

11/1/2018 / Contract Drafting , Contract Terms , Indemnification Clauses , Merger Agreements , Purchase Agreement , Representations and Warranties , Risk Allocation , Stock Purchase Agreement

Daniel Avery

Goulston & Storrs PC

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