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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
Two recent Delaware Superior Court opinions are essential reading for M&A practitioners drafting language with respect to how disputes related to purchase price adjustments, earnouts, and other accounting-related...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
Market Trends: What You Need to Know - Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to...more
• The most common post-sale dispute involves determining the working capital of the sold business. • In planning for the sale, the parties should agree on what is a normal working capital amount, as well as the elements of...more
...The sale process doesn’t happen overnight, and there are many things before the sale that can greatly impact the sale. However, positioning your business in the best possible ways for sale has a wide range of meaning....more
A recent court case from Missouri’s Eastern District Court of Appeals provides insight on the intersection of declaratory judgments, legal damages, and equitable relief, particularly in disputes over complicated business...more
The Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more
You’re a business owner and have spent years nurturing and growing your business into a valuable asset, and now you have decided it’s finally time to monetize that asset and sell your business. You go about the process of...more
In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more
The sale of a business often takes several months and generates huge amounts of paperwork. The process culminates in a purchase agreement typically exceeding fifty single-spaced pages full of dense wording....more