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?
Negotiating a basket mechanism into your merger or acquisition agreement? One of the questions it pays to ask (and answer) early on is how that basket mechanism will function with the retention amount you will be negotiating...more
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more
As one of the most heavily regulated sectors in the United States, almost no aspect of the alcohol industry is untouched by regulatory considerations, including mergers and acquisitions (M&A). Whether it is a venture...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
Over the last several years, Delaware courts — especially the Court of Chancery — have seen an increase in litigation involving earnout provisions in merger agreements. Each of these cases presents unique facts reflecting the...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
What are you hearing? What do the “multiples” look like in my [insert sub-industry] in manufacturing?...more
As we reported on Oct. 11, the Federal Trade Commission (FTC) and Department of Justice (DOJ) announced the final HSR (Hart-Scott-Rodino Antitrust Improvements Act of 1976) rules and form changes on Oct. 10. While the “new”...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 M&A landscape is beginning to evolve, with shifts in market dynamics shaping deal terms and bargaining dynamics for 2024 and beyond....more
Every RIA owner will at some point need to transition their business, whether through internal succession, a sale of the business or otherwise. If the transition could be via a sale, the day to start planning to sell your RIA...more
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 something near-ubiquitous in M&A purchase...more
In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the...more
In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more
According to the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, financial statement representations are universally required from sellers in private company M&A deals, included in...more
In M&A transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties and related indemnification covenants....more
In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. The scope and detail of these...more
Purchase price adjustment provisions are designed to reflect changes in the target's financial condition that occur prior to the closing of the transaction. For example, if on January 1, a transaction is valued, or priced, at...more
Distressed businesses are often compared to melting ice cubes or an aircraft in rapid descent. The goal for a distressed business is to get to a transaction before the ice cube melts or the aircraft and ground meet at an...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
Disclosure schedules are arguably one of the most arduous and time-consuming deliverables on the company-side or seller-side of any transaction. Whether, as part of the management of your startup, you are tasked with driving...more
In M&A transactions, the definitive purchase agreement, whether it is an asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and covenants, along with...more