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Breach of Contract Merger Agreements Business Disputes

Jones Day

Earnouts in M&A Transactions: Recent Decisions From Delaware

Jones Day on

In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more

Carlton Fields

The Perils of Using Baseball Arbitration to Resolve RWI Policy Disputes

Carlton Fields on

In the world of M&A and private equity deals, buyer-side representation and warranties insurance (RWI) transfers the risk of a seller’s representation to an insurer. To adequately safeguard the insurer, it therefore becomes...more

Carlton Fields

Value Claim: Non-Recurring Impact of Unknown Business or Operational Issue

Carlton Fields on

RWI valuation claims often arise from a breach of financial statement representation and warranties where the buyer asserts that the transaction was over-valued because prior earnings, on which the purchase price was based,...more

Carlton Fields

Breach vs. Loss

Carlton Fields on

Does a seller’s breach of representations and warranties in a merger and acquisition (M&A) transaction automatically entitle the buyer to compensation?...more

Carlton Fields

RWI Claims That Keep You Up at Night

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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

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