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Acquisitions Holdbacks

Stinson - Corporate & Securities Law Blog

Court Invalidates Indemnification Claim for Failure to Comply with Dispute Resolution Provisions

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

Procopio, Cory, Hargreaves & Savitch LLP

Eleven Concepts Business Teams Need to Know About Indemnification and Protection in Private Company M&A: Cutting Through the...

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

Seward & Kissel LLP

Legal Trends in Middle Market M&A Deals

Seward & Kissel LLP on

As we close 2024, middle market M&A transactions, typically valued between $10 million and $500 million, have begun to show signs of finally rebounding from their peak in 2021.  As deal activity continues to ramp up, here are...more

Amundsen Davis LLC

Indemnification Escrow Accounts – What Are They and How Should They Be Used?

Amundsen Davis LLC on

Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for...more

Winstead PC

[Virtual Half-Day Seminar] Real Estate Startup - April 18th, 9:00 am - 12:15 pm CST

Winstead PC on

On April 18, join Winstead attorneys Trip Dyer, Ben Gehlbach, Daniel Bell-Garcia, Jacob Loehr, Matt Dzura, and Cole Gearhart, along with Whitley Penn Partner Shea Krachek, for our Real Estate Startup half-day virtual seminar....more

Perkins Coie

Giving Value to Representations and Indemnifications in Distressed Transactions

Perkins Coie on

Indemnification obligations are used to allocate risk between a buyer and a seller in nearly all mergers and acquisitions transactions. In an acquisition of a distressed company or its assets, however, the seller may not be...more

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