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Mergers and acquisitions (M&A) play a pivotal role in driving corporate growth, enabling strategic restructuring, and unlocking ownership value. ...more
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. Our Summer 2025 review examines these developments and provides practical...more
Deal parties often opt to delegate purchase price adjustment (“PPA”) disputes to an accounting expert in the belief that such private proceedings will avoid the involvement of courts and related expenses. A recent Delaware...more
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
In this episode, Mayer Brown’s Global Corporate M&A Podcast unpacks the surprising staying power of term sheets—even after definitive agreements are signed. Hosts Jon Dhanawade, Frank Favia, and Andrew Stanger dissect recent...more
ITG Brands, LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Mar. 3, 2025) - In this case, the Delaware Court of Chancery had previously held that, under the parties’ acquisition agreement, the...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
On July 31, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted partial judgment on the pleadings on a breach of contract counterclaim asserted by defendant, the former majority owner of two...more
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
Deal parties may be surprised to learn that a term sheet signed as part of early negotiations can, in some circumstances, continue to be binding after the execution of a definitive transaction agreement contemplated by the...more
By statutory law, Colorado has generally prohibited restrictive agreements except for specific exemptions. More recent legislation provides greater clarity and specificity as it relates to restrictions on noncompetition...more
This article is part of Fenwick's "Buy-Side M&A Playbook" series, published as part of the Silicon Valley Defense Group's Industry Collaboration Toolkit....more
Ann Chen, deputy chair of the firm’s Capital Markets & Corporate department, provides an insider perspective on the crossroads of corporate law and entertainment, particularly in the music catalog space....more
This exclusive report unpacks a sample of over 60 private M&A transactions led by our Dealmakers—offering data-driven insights into a dynamic year of strategic execution, sector shifts, and evolving deal structures...more
In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more
In North American Fire Ultimate Holdings, LP v. Alan Doorly, the Delaware Court of Chancery held that the restrictive covenants included in an incentive unit grant agreement were unenforceable when the units received by the...more
Negotiating a basket mechanism into your merger or acquisition agreement? One of the questions it pays to ask (and answer) early on is how that basket mechanism will function with the retention amount you will be negotiating...more
Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more
Wyoming, with the introduction of Wyo. Stat. §1-23-108, banned most non-compete agreements for contracts signed on or after July 1, 2025, but with several meaningful exceptions....more
AT A GLANCE - The Delaware Chancery Court has issued a notable opinion that confirms Delaware’s position as a pro-sandbagging jurisdiction and clarifies when damages may be computed using a transaction multiple. We...more
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
A side letter in the venture capital sector is an agreement between an investor and the company it is investing in that entitles the investor to certain contractual rights, which supplement and are in addition to other rights...more
In a significant victory for policyholders, the Delaware Superior Court rejected three insurers' attempts to apply their Directors and Officers Liability ("D&O") policies' so-called "bump-up" exclusion to bar coverage for...more
In Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc., the Delaware Court of Chancery addressed an earnout dispute, holding that a buyer violated its contract with the seller by failing to use...more