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Contract Terms Acquisitions Investors

Ropes & Gray LLP

Five Key Legal Considerations for Investments in Engineering and Design Firms

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As the demand for infrastructure assets continues to grow, infrastructure investors are increasingly looking beyond traditional core infrastructure assets and turning their attention to infrastructure services businesses....more

DarrowEverett LLP

Your Business's Growth Blueprint: Why Solid Legal Documents Matter

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Every successful business owner has ambition to grow, scale, and take his/her company to the next level. However, there’s one critical, often overlooked aspect that can make or break a business’s ability to get to that level:...more

Pillsbury - Propel

The IP Landmine That Can Kill Your Startup’s Exit: Avoiding Common Ownership Pitfalls

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Unclear intellectual property (IP) ownership can pose significant challenges for startups, especially during a sale process (i.e., M&A) or investment rounds. Investors and buyers meticulously examine the chain of title for IP...more

McDermott Will & Emery

Doing Deals in the EU: Pitfalls in European M&A Transactions

When analyzing mergers and acquisitions (M&A) in the European Union and related pitfalls that may arise, strategic and institutional investors should remember that, while the EU legal framework is harmonized in several...more

Morgan Lewis

Russia Considers Limiting Repurchase Rights of Foreign Investors Who Exited After February 2022

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The Russia-Ukraine ceasefire and peace negotiations remain uncertain, the European Union and United Kingdom are considering more sanctions against Russia, and the US administration’s next steps are unclear. Anticipating...more

Cadwalader, Wickersham & Taft LLP

Is Cash King? Deferred Consideration and Specie/in-Kind Transactions in the Context of Private Equity NAV Financings

Net asset value (NAV) facility documentation, at least in the context of private equity, has evolved to a large extent on the assumption that borrower funds will usually execute transactions in cash - paying cash on...more

Foley Hoag LLP

Shareholders' Agreement: Caution When Drafting Drag Along Provisions

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“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more

Proskauer - Regulatory & Compliance

Sanctions Considerations for Private Equity Firms – a few practical tips

Private equity firms could face significant sanctions risks when doing business with entities connected to sanctioned jurisdictions (such as Russia)...more

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

Goodwin on

As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Goodwin

The growing importance of earnouts in midmarket dealmaking

Goodwin on

A flexible provision raises questions for buyers and sellers alike. Given the uncertain economic climate of 2023, parties are increasingly turning to earnouts to bridge valuation gaps. As shown by Goodwin’s Private Equity...more

McDermott Will & Emery

[Webinar] Physician Practice Management and ASC Symposium - May 6th - 7th, 11:00 am - 1:45 pm EDT

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Following the COVID-induced pause, transactional activity in the PPM and ASC industries has resumed at a rapid pace. If anything, the COVID-19 pandemic has re-affirmed the value of physician aggregation and the critical...more

Vinson & Elkins LLP

[Webinar] Navigating Post-Covid Diligence Issues in M&A Transactions - September 24th, 10:00 am - 11:00 am CT

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The COVID-19 pandemic and the accompanying market downturn have resulted in widespread uncertainty felt on a global scale – including in the M&A space. This webinar will explore ways M&A transactions – particularly due...more

White & Case LLP

Testing Times: Insights into the Timing of Incurrence Covenant Testing

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European Leveraged Finance Alert Series: Issue 3, 2019 - Investors in high yield debt expect protections to be included in documentation in order to prevent bond issuers from taking certain actions that deteriorate credit...more

WilmerHale

Know Your Limits: Understanding Your Term Sheet’s Exclusivity Provision

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Hollywood’s exclusive parties include only the hottest A-listers. Exclusive sales are advertised only to a boutique’s biggest spenders. The startup world has its own take on exclusivity: Investors and buyers routinely insert...more

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