News & Analysis as of

Breach of Contract › Merger Agreements › Purchase Agreement

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

Herbert Smith Freehills Kramer

Case Alert: AluminumSource, LLC v. LLFlex, LLC

Herbert Smith Freehills Kramer on

A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more

Wyrick Robbins Yates & Ponton LLP

Yonder Window Breaks: Earnout Covenants in Acquisitions

Wyrick Robbins Yates & Ponton LLP on

Earnouts, which provide sellers payouts if certain post-closing milestones are reached, have become increasingly popular in recent M&A transactions given today’s uncertain regulatory and financial climate.  Inflation, supply...more

Woodruff Sawyer

R&W Claims 101: Types of Claims

Woodruff Sawyer on

Representations and warranties (R&W) insurance covers a breach of the reps and warranties contained in the purchase agreement governing a merger or acquisition. Since reps and warranties insurance policies are...more

White and Williams LLP

Reps & Warranties Insurance Claims – Observations on AIG’s 2018 Claims Report

White and Williams LLP on

In this post, we summarize some of the highlights from AIG’s recently published Mergers and Acquisitions 2018 Claims Report, and include our own observations on the role that Representations and Warranties Insurance (R&W...more

Miles & Stockbridge P.C.

Merger and Purchase Agreements Governed by Maryland Law: "Sandbagging"

Miles & Stockbridge P.C. on

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

Stinson - Corporate & Securities Law Blog

Chancery Explains New Delaware Statute of Limitations

Stinson - Corporate & Securities Law Blog on

In Bear Stearns Mortgage Funding Trust 2006-SL1 v. EMC Mortgage LLC et al, the Delaware Court of Chancery explained the operation of Section 8106(c) of the Delaware statutes for the first time. The results are surprising to...more

7 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up Log in
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide