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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
Delaware courts are frequently called upon to interpret indemnification provisions linked to representations and warranties, which serve as potential remedies for losses, dictating when and how one party must make whole the...more
After two decades practicing law in Silicon Valley and five formative years working on cross-border deals in Europe, I’ve come to appreciate the subtle (and not-so-subtle) differences in how merger and acquisition (M&A)...more
Most M&A agreements include specific performance provisions that allow either party, under certain circumstances, to seek to have a court force the other party to comply with its contractual obligations. In M&A deals, a...more
Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory...more
In its recent decision in Yatra Online, Inc. v. Ebix, Inc., Case No. 2020-0444-JRS, 2021 WL 3855514 (Del. Ch. Aug. 30, 2021) (Slights, V.C.), the Delaware Court of Chancery dismissed plaintiff’s breach of contract and other...more
We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more
Companies must mitigate risks to antitrust privilege posed by cross-border megadeals and increased regulatory demand for documentation. A strong M&A market has driven a high volume of megadeals across the globe in recent...more
Mergers and acquisitions can be complicated transactions, particularly when the entity to be acquired has employees covered by a collective bargaining agreement with a union. ...more
In this episode of The Proskauer Benefits Brief, partners Michael Album and Josh Miller return to discuss the nuts and bolts on a management buyout. As part of their discussion they highlight the different types of...more