News & Analysis as of

Corporate Counsel Earn-Outs

Winthrop & Weinstine, P.A.

Tariffs and Business Sales: Using Earnouts to Bridge Valuation Gaps in M&A Deals

Recent changes in U.S. trade policy have created a lot of uncertainty for business owners, especially those who buy or sell products internationally. New and proposed tariffs (taxes on imported goods), along with retaliatory...more

Foley & Lardner LLP

Lost in Translation: Key Deal Points in European vs. U.S. M&A Transactions

Foley & Lardner LLP on

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

Husch Blackwell LLP

Delaware Chancery Court Decisions Outline Important Drafting Points for Earnout Terms in M&A Transactions

Husch Blackwell LLP on

Overview- Earnout provisions give sellers of a company rights to additional consideration if the acquired business achieves certain financial goals or specified milestones post-closing. Earnouts are often used to bridge...more

Pullman & Comley, LLC

10 M&A Trends Gleaned from the 2020 – 2021 ABA Deal Points Study

Pullman & Comley, LLC on

The American Bar Association (ABA) 2020 – 2021 Private Target Mergers & Acquisitions Deal Points Study[1] analyzed publicly available acquisition agreements for 123 transactions executed and/or completed in 2020 and the first...more

White & Case LLP

Notable decisions from Delaware courts

White & Case LLP on

Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more

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