The Briefing: Court Says “No Way” To 50 Cent’s Battle Over Skill House
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Nonprofit Basics: Grant Agreements—Matching Grants, IP, Recoverable Grants & More
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Join attorneys Sarah Sawyer and Russell Berger from Offit Kurman as they discuss indemnification clauses in contracts. They explain what indemnification means, its implications, and the importance of carefully reviewing and...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
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
Les tendances récentes observées dans les opérations immobilières au Canada révèlent l’évolution des pratiques de négociation et de nouvelles approches en matière de gestion des risques, de réglementation et de vérification...more
Times of economic volatility often increase disparities between a seller’s valuation and the buyer’s valuation of the same company. Earn-out provisions are one tool frequently used to address such disparities. An earn-out...more
In the lower middle market — typically deals between $10 million and $100 million — the letter of intent (LOI) serves as a pivotal document that sets the tone for the transaction, shapes the seller’s expectations, and...more
In this week's episode of OK at Work, Sarah Sawyer and Russell Berger from Offit Kurman discuss the impact of current economic uncertainty on business transactions. They share insights on how businesses can protect...more
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
How CDMOs are reshaping pharmaceutical partnerships through friendshoring, risk-sharing economics, and specialized development capabilities. The pharmaceutical manufacturing landscape is undergoing a profound shift, with...more
Transition Service Agreements (TSAs) play a critical role in acquisitions across various industries. These agreements outline the terms whereby the divested company pays (or receives payment from) the parent company for...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
In today’s rapidly evolving business landscape, mergers and acquisitions (“M&A”) remain a common strategic priority for companies aiming to grow, innovate, or strengthen their market position. However, the complexity of these...more
On March 19, 2025, the German Federal Labor Court ("BAG") ruled that clauses that qualify as general terms and conditions and stipulate that virtual option rights that are already vested at the time of termination of an...more
“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
Prolonged or failed M&A transactions can tie up capital, increase transaction costs, and delay returns of exit proceeds. Managing the interim period between signing and closing is increasingly critical in M&A transactions,...more
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more
The incoming Trump administration has sent many signals that it intends to ramp up the Department of Defense’s use of nontraditional acquisition pathways to bridge the “Valley of Death” and bring innovative technologies to...more
In most M&A deals involving private targets (including the sales of divisions of publicly traded companies), the purchase agreement will include a baseline dollar value for the target, with several adjustments. Often, the...more
In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...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
Join Oliva Gibbs LLP's co-owners Brad Gibbs and Zack Oliva, alongside Partner Patrick Schenkel, as they delve into the intricacies of transactional law in the oil and gas sector. From navigating jurisdiction-specific...more
While the new year presents an opportunity for businesses to look forward and set goals for performance in 2025, former owners of medical practices or other health care-related businesses who sold their enterprises in 2024...more
Cannabis operators and ancillary service providers face mounting losses and liabilities from theft, cyber-attacks, natural disasters, product recalls, text marketing, and employment wage and hour issues. In 2022, risk...more
As the impact of COVID-19 on financial markets continues to play out, so does its effect on M&A transactions. Many deals have been cancelled or are on hold as parties struggle with valuation, availability of financing, and...more
The COVID-19 pandemic is bringing unprecedented disruption to the global M&A market. Even in today’s uncertain environment, however, certain deals are still moving forward. To usher existing agreements to successful...more