Compliance Tip of the Day: Why Engage in Pre-acquisition Due Diligence
We get Privacy for work – Episode 6: The Potential Privacy Risks Inherent to Mergers and Acquisitions
Navigating Employee Integration in Mergers and Acquisitions: Lessons From Pretty Woman — Hiring to Firing Podcast
Expert or Arbitrator? — PE Pathways Podcast
PODCAST: Williams Mullen's Trending Now: An IP Podcast - IP and M&A Transactions
What's Important to Get Right in the Term Sheet?
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
How to prepare for a merger and acquisition in logistics and transportation
Mergers and Acquisitions - Key Issues in Today's M&A Deals
In-house Roundhouse: Integrating Companies Post-Merger
M&As – Novation and Recertification
FCPA Compliance and Ethics Report-Episode 158-Jeff Lurie on pre-acquisition M&A protocols
Dentons Dacheng Deal Done: Will BigLaw Follow Suit?
A recent Delaware Chancery Court opinion offers a significant example of how courts may apply complex probability analysis to determine the amount of damages in an earnout dispute. The case arose from Alexion Pharmaceuticals,...more
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more
In Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc., the Delaware Court of Chancery addressed an earnout dispute, holding that a buyer violated its contract with the seller by failing to use...more
In two significant recent opinions, the Delaware Chancery Court ruled against the buyers of life sciences companies, holding that they failed to apply commercially reasonable efforts to achieve earnout milestones. In Fortis...more
Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often become less so as time passes,...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Earnout provisions were included in 26% of the deals reported in the 2023...more
The use of earnout provisions, which buyers and sellers often use to bridge differing views of value, is on the rise, especially in the private equity and corporate venture capital markets. This White Paper examines how...more
Global Investigations expert Frank Lazzara, CPA, CFF, ABV, CFE, and Economic Damages & Valuations expert David Golbahar, CPA, CFF, CGMA, will present a one-hour* course, which will cover: - An overview of purchase price...more
Market Trends: What You Need to Know - As shown in the American Bar Association’s Private Target Mergers and Acquisitions Deal Points Studies: - Earnout provisions were included in 20% of the deals reported in the...more
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
Greenstar IH Rep. LLC v. Tutor Perini Corporation, C.A. No. 12885-VCS (Oct. 31, 2017) - With every contract under Delaware law comes the obligation to not act so as to deprive the counter party of the benefit of its...more