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
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
In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...more
A recent decision by Judge Novak in a securities case provides some helpful reminders on expert witness practice, particularly in commercial litigation, in the EDVA....more
An increasing number of states are requiring advance notice of health care transactions. These requirements may delay transactions or result in confidential information becoming accessible to the public. Effective August 1,...more
Companies pursuing acquisitions that require a filing in the United States under the Hart-Scott-Rodino Act (HSR) may, by year-end, face vastly expanded disclosure requirements necessitating far greater investments in time,...more
On May 3, 2023, New York Governor Kathy Hochul signed into law Article 45-A, amending the New York Public Health Law (“Article 45-A”). Under this new Article 45-A, health care entities in New York State are now required to...more
The use of open-source software (OSS) is ubiquitous. Depending on what license governs the type of OSS a company uses and how it uses the OSS, OSS use impacts the valuation of the intellectual property (IP) used by a company...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Inclusion of either 10b-5 or “full disclosure” representations in merger...more
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; instead, more M&A...more
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
Does increased appraisal risk have an effect on manager behavior? Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the...more
In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more