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
Question: I am selling my practice and plan to become employed by the buyer for a year following the closing. I expect that I will have to agree to a covenant not to compete. This article originally appeared in the August...more
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
ITG Brands, LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Mar. 3, 2025) - In this case, the Delaware Court of Chancery had previously held that, under the parties’ acquisition agreement, the...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
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
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
This article is part of Fenwick's "Buy-Side M&A Playbook" series, published as part of the Silicon Valley Defense Group's Industry Collaboration Toolkit....more
Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more
Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more
A material adverse change (MAC) is a common term in merger and acquisition agreements. The term describes a change or event that, if realized, could have a material negative impact on the parties to the transaction (mainly on...more
A flexible provision raises questions for buyers and sellers alike. Given the uncertain economic climate of 2023, parties are increasingly turning to earnouts to bridge valuation gaps. As shown by Goodwin’s Private Equity...more
Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential...more
In the 19th century, “ruffians roamed the streets” and robbed “unsuspecting victims” using a tactic knowing as “sandbagging”: They wielded “ostensibly harmless socks” that were in fact “filled with sand and used as weapons.” ...more
The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more
Many high-profile transactions impacted by the COVID-19 pandemic have fallen apart between signing and closing, resulting in litigation—often in the Delaware Court of Chancery—focused on whether the buyer had an obligation to...more
As the impact of COVID-19 on financial markets continues to play out, so does its effect on M&A transactions. Many deals have been cancelled or are on hold as parties struggle with valuation, availability of financing, and...more
The novel coronavirus (COVID-19) has already proven to have profound social, political and economic effects on the world, impacting nearly every continent, community and business sector. With the growing uncertainty about...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
The food and beverage industry is booming and presents numerous attractive opportunities for acquisitions, investments and other strategic transactions. Whether a transaction involves the acquisition of a more mature brand...more
In the recent case of Glidepath Limited v. Beumer Corporation, the Delaware Court of Chancery considered the case of whether a court could apply equitable principles to reform the dates in a purchase contract for measurement...more
The Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more
San Francisco Partner Meryl Macklin and Los Angeles Partner Sharon Weiss and Counsel Rosario Vizzie hosted a webinar Dec. 7 on the litigation bankruptcy and fraudulent conveyance issues in M&A deals. ...more