M&As – Novation and Recertification
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
Ripple’s tied Linqto makes a settlement offer in today’s bankruptcy hearing | Cryptopolitan - The bankrupt company announced on Tuesday that a proposed $60 million debtor-in-possession loan—for which customer-owned shares...more
The first half of 2025 brought a subtle but notable shift in M&A momentum. While the market has not returned to pre-pandemic fervor (few, if any, suspected that likely), we are seeing some hopeful signs. Strategic buyers are...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
Following years of explosive growth and regulatory change, the cannabis industry is at a turning point. Initial enthusiasm has fallen to harsh realities, and many cannabis businesses must address mounting financial pressure,...more
What risks are associated with a lack of due diligence during a business acquisition, asset purchase, stock purchase, or merger? How can due diligence make or break the success of any mergers and acquisitions transaction? ...more
When a New York waste operator took over a waste hauling and recycling contract for Westchester County last year, the successful acquisition of a multimillion-dollar business opportunity turned into a pension liability...more
A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more
The classification of a transaction as either a business combination or an asset acquisition for financial reporting purposes has recently received greater attention. The differences between the two types of transactions can...more
Deal structure matters, particularly in bankruptcy. The Third Circuit recently ruled that a creditor’s right to future royalty payments in a non-executory contract could be discharged in the counterparty-debtor’s bankruptcy....more
On June 5, 2024, the US District Court for the Western District of North Carolina denied the Federal Trade Commission’s (FTC) petition to enjoin Novant Health Inc.’s (Novant) acquisition of Community Health Systems Inc.’s...more
Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more
ITG Brands LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Sept. 30, 2022) - Plaintiff acquired four cigarette brands from the defendant under an asset purchase agreement. Prior to entering into the APA, the...more
On September 30, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted summary judgment to the seller of several cigarette brands, finding that the buyer was responsible pursuant to an asset purchase...more
CDF Labor Law LLP presents an interactive panel discussion that will cover California transactional and employment law issues triggered by mergers and acquisitions. Richard Weintraub, of Weintraub Law Group, will share his 40...more
A Delaware court found a yoga studio franchisee was entitled to an order requiring the franchisor to buy all of the franchisee’s yoga studios in six states. The court held the franchisor breached its contractual obligation...more
In Level 4 Yoga, LLC v. CorePower Yoga, LLC, C.A. No. 2020-0249 (Del. Ch. March 1, 2022), the Delaware Court of Chancery granted Level 4, the owner of franchised yoga studios, an order of specific performance and compelled...more
In the U.S., most transactions involving the purchase of an Amazon FBA business involve the purchase of the business’ assets as opposed to the entirety of the business. These transactions are known as asset purchase deals and...more
On March 31, 2022, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery granted the motion of CorePower Yoga, LLC and CorePower Yoga Franchising, LLC (together, “defendant”) to stay the Court’s judgment in...more
On March 1, 2022, the Delaware Court of Chancery delivered a memorandum opinion ordering a yoga franchisor to complete the acquisition of its franchisee’s chain of yoga studios. The case arose out of the parties’ pre-COVID...more
On March 1, 2022, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery ruled in favor of plaintiff Level 4 Yoga, LLC in a breach of contract action against CorePower Yoga, LLC and CorePower Yoga Franchising,...more
You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more
From potential cartel behaviour to repaying government loans, deal teams should remain alert to lingering issues rooted in a company’s response to the pandemic. The recovery of the European PE market since the early days of...more
Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more
Here are two things you need to know when purchasing oil and gas assets from distressed companies...more