News & Analysis as of

Letters of Intent Merger Agreements

Cozen O'Connor

LOIs in M&A Transactions: Striking the Right Balance Between Commitment and Flexibility

Cozen O'Connor on

A letter of intent (LOI) or term sheet tends to be the first substantive document for an M&A transaction. It outlines the key terms and mutual understanding between a buyer and seller while they progress through due diligence...more

Goodwin

Crafting a Competitive LOI in Lower Middle Market M&A

Goodwin on

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

Epstein Becker & Green

How Sellers Should Prepare for Transactional Diligence

Epstein Becker & Green on

Due diligence is a standard phase of any corporate transaction, whether structured as an asset or stock sale or joint venture, and sellers are often surprised, and even overwhelmed, by the comprehensiveness of the diligence...more

Nossaman LLP

What to Expect When Selling a Physician Practice

Nossaman LLP on

For various reasons, a medical group may decide that it is time to sell their practice. This could be due to reduced reimbursements, increased operational complexities or the desire to “cash out” and retire....more

Cadwalader, Wickersham & Taft LLP

The Delaware Court of Chancery Rejects Termination of Merger Agreement Based on Material Adverse Effect

In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds...more

Cooley LLP

Blog: Agreements to Agree can be Broken: Negotiating Letters of Intent

Cooley LLP on

On December 23, 2015, the Delaware Supreme Court held that SIGA Technologies, Inc. cannot avoid paying $113 million in expectation damages (plus interest) to PharmAthene, Inc. for breaching an express agreement to negotiate a...more

Bennett Jones LLP

Break Fees in Private M&A

Bennett Jones LLP on

The speed of economic change in the energy sector has created legitimate concerns about volatility in the marketplace. This has caused both vendors and purchasers to be more cautious in deal making. One way to help the...more

Carlton Fields

Cross-Border Transactions and Letters of Intent

Carlton Fields on

Many issues applicable to domestic mergers and acquisition transactions are also relevant in cross-border mergers and acquisitions. If you are a U.S. company buying or selling a company abroad, you will likely have both U.S....more

Dorsey & Whitney LLP

Survival of Non-Binding LOI Provisions Does Not Make Them Binding

Dorsey & Whitney LLP on

On September 30, 2014, the Delaware Supreme Court reversed a jury verdict finding that ev3, Inc. breached its contractual obligation to the shareholders of Appriva Medical, Inc., a company purchased by ev3. In ev3, Inc. v...more

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