Compliance Tip of the Day: Why Engage in Pre-acquisition Due Diligence
What's Important to Get Right in the Term Sheet?
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 205: Novant Health’s Carolinas Expansion with Senior Vice President Jason Bernd
How to prepare for a merger and acquisition in logistics and transportation
Mergers and Acquisitions - Key Issues in Today's M&A Deals
In-house Roundhouse: Integrating Companies Post-Merger
M&As – Novation and Recertification
Tax Provisions in Business Acquisition Agreements
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts
Among the most dominant trends in the music industry over the past decade has been the proliferation of investment in catalogs of musical compositions and sound recordings. While many investors’ theses focus solely on the...more
As a practicing M&A attorney representing both strategic acquirers and venture-backed targets, I have had a front row seat to the fundamental transformation of Silicon Valley’s exit landscape. The rise of acquihiring...more
In BBP Holdco, Inc. v. Brunswick Corporation, decided July 14, the Delaware Superior Court delivered a resounding defense of the “fair disclosure” standard in M&A transactions. Judge Paul R. Wallace’s 45-page decision after...more
Welcome to “Compliance Tip of the Day,” the podcast where we bring you daily insights and practical advice on navigating the ever-evolving landscape of compliance and regulatory requirements. Whether you’re a seasoned...more
If your medical practice is considering joining a larger group or hospital, it’s important to ask: what if the new relationship doesn’t work out? In some situations, an unwind agreement can provide a path back to...more
You're invited to join us for a webinar focusing on the crucial topic of seller readiness in mergers and acquisitions. This event will feature a dynamic discussion between Manny Clark, M&A Attorney at Winstead and Eric...more
On July 31, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted partial judgment on the pleadings on a breach of contract counterclaim asserted by defendant, the former majority owner of two...more
Halinski v. ADS Grp. Acquisition, LLC (Del. Ch. (7/25) discusses the propriety of indemnification claims. The relevant SPA deferred payment of a $4,439,000 Tax Holdback to cover certain possible post-closing tax liabilities....more
Banking agencies and the DOJ have signaled an openness to bank M&A where the combined institutions will enhance competition, customer benefits, technological innovation, and enterprise risk management....more
Accompanying the publication of its fourth annual report on the operation of the National Security and Investment Act (“NSIA”) regime – and following its Call for Evidence in November 2023 – the UK government has launched its...more
The US representations and warranties insurance (RWI) market has long been a fixture in M&A transactions, particularly in the mid- and large-cap space. But as dealmakers increasingly look to scale through smaller...more
The Tyler Court of Appeals reversed a $2.5 million judgment against pipeline successors (Coffeyville Resources Crude Transportation, LLC v. ExxonMobil Pipeline Co., No. 12-23-00276-CV, 2025 WL 356222 [Tex. App.—Tyler Jan. 31,...more
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
In the legal industry, handling business transactions is part of our daily routine. Managing the transfer of personal data during acquisitions, sales, mergers or bankruptcy proceedings has become second nature to us. We...more
The Justice Department’s Antitrust Division is reviewing Google’s planned $32 billion acquisition of Wiz Inc. to determine if the combination would illegally limit competition in the cloud security marketplace, according to a...more
Food Venture Financing Trends - Ferrero, the maker of Nutella, is purchasing WK Kellog for $3.1 billion looking to grow their North American presence....more
In the midst of shifting political headwinds and a tight funding market, many life sciences companies are considering their M&A exit. Potential acquirers (both strategic and private equity) have plenty of dry powder and are...more
In Dealmaker’s Digest, read the top 10 latest developments in global transactions. We offer insights into M&A activity across industries and borders. The first half of 2025 saw a 13% increase in global deal value and 5%...more
On July 2, 2025, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) reached a settlement with Key Holding, LLC (Key Holding) concerning its non-U.S. subsidiary’s violations of the Cuban Assets...more
By statutory law, Colorado has generally prohibited restrictive agreements except for specific exemptions. More recent legislation provides greater clarity and specificity as it relates to restrictions on noncompetition...more
Are you contemplating a merger or acquisition with a connection to Washington State? Effective July 27, 2025, any transaction requiring pre-notification under the federal Hart-Scott-Rodino Antitrust Improvements Act of 1976...more
On June 17, 2025, the Delaware Supreme Court (Court), sitting en banc, reversed a Court of Chancery ruling that had held a bidder liable for aiding and abetting fiduciary breaches of the target’s management....more
In the recent decision in Re Dropsuite Limited [2025] ATP 10, the Takeovers Panel concluded that a voting intention statement given by a substantial shareholder in the usual form was ‘ambiguous’ as to whether that shareholder...more
The Government has made the notification rules which determine the circumstances in which 2026 transactions will need to be notified to the Australian Competition and Consumer Commission (ACCC) under the new Part IVA of the...more
The United States Department of Justice (DOJ) recently settled a qui tam suit with a defense contractor and its successor company for $8.4 million, resolving allegations that the contractor and successor company violated the...more