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Tax Provisions in Business Acquisition Agreements
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts
A recent Delaware Chancery Court opinion offers a significant example of how courts may apply complex probability analysis to determine the amount of damages in an earnout dispute. The case arose from Alexion Pharmaceuticals,...more
In two significant recent opinions, the Delaware Chancery Court ruled against the buyers of life sciences companies, holding that they failed to apply commercially reasonable efforts to achieve earnout milestones. In Fortis...more
In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more
The American Bar Association (ABA) 2020 – 2021 Private Target Mergers & Acquisitions Deal Points Study[1] analyzed publicly available acquisition agreements for 123 transactions executed and/or completed in 2020 and the first...more
When one party to an M&A agreement alleges that the other breached its representations and warranties, the damages analysis can be complex, depending on the terms of the agreement. Generally, a claim for indemnification due...more
No One Likes a Bad Deal- Sometimes an acquired company’s revenues and earnings decline substantially following an acquisition. The investment is worth less to the new owner and the reputations of the deal team that...more
After an M&A transaction, a buyer may discover certain misrepresentations as to the target company’s historical reserves. These misrepresentations often result in a RWI claim by the acquiring company. In these cases, it is...more
Representations and warranties play an important role in M&A agreements by providing valuable disclosures and allocating risks between the parties. Representations regarding the target company’s financial statements are...more
Once it has been determined that a breach of a financial statement representation in an acquisition agreement has occurred—specifically with respect to an identified income statement—the question arises as to the quantum of...more