Daniel Avery on Stock Purchase Agreement

What's Market: Separate Escrows for Purchase Price Adjustments

In mergers and acquisitions (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains provisions for post-closing purchase price...more

5/10/2024 / Corporate Sales Transactions , Escrow Accounts , Merger Agreements , Purchase Price , Purchase Price Adjustment , Stock Purchase Agreement

What's Market: Disclosure Schedule Updating

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more

5/8/2024 / Buyers , Contract Terms , Corporate Sales Transactions , Disclosure , Indemnification Clauses , Purchase Agreement , Sellers , Stock Purchase Agreement

After-Tax Indemnity Limitations (UPDATED)

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies... Originally Published in Bloomberg Law - May 2022. ...more

5/31/2022 / Acquisition Agreements , Asset Purchase Agreements , Corporate Sales Transactions , Indemnity Agreements , Merger Agreements , Stock Purchase Agreement

Earnout Provisions What’s Market?

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Earnout provisions were included in 27% of the deals reported in the 2019...more

4/21/2021 / Asset Purchase Agreements , Corporate Sales Transactions , Earn-Outs , EBITDA , Marketing , Merger Agreements , Purchase Agreement , Stock Purchase Agreement

Damage Mitigation Provisions

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies - Inclusion of damage mitigation provisions in merger and acquisition...more

3/23/2021 / Buyers , Common Law Claims , Contract Terms , Damages , Indemnification , Merger Agreements , Purchase Agreement , Sellers , Stock Purchase Agreement

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

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

What's Market? Update: Delaware Corporate and M&A

Fee Shifting and Forum Selection Clauses - Much attention has been paid to Delaware legislative developments regarding fee shifting and forum selection clauses. On June 24, 2015, Delaware Governor Jack Markell signed...more

10/21/2015 / Attorney's Fees , Breach of Duty , Confidentiality Agreements , Controlling Stockholders , Corporate Dissolution , Delaware General Corporation Law , Earn-Outs , Exculpatory Clauses , Fee-Shifting , Fiduciary Duty , Forum Selection , Indemnification , Independent Directors , Legal Fees , Litigation Fees & Costs , Shareholder Litigation , Stock Purchase Agreement

Daniel Avery

Goulston & Storrs PC

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