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Mergers Contract Terms

Morris James LLP

Chancery Specifically Enforces “Hell or High Water” Provision To Close Merger

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Desktop Metal, Inc. v. Nano Dimension LTD. And Nano US I, Inc., C.A. No. 2024-1303-KSJM (Del. Ch. Mar. 24, 2025) - Merger agreements often include “reasonable-best-efforts” clauses, requiring one or more of the parties to...more

Herbert Smith Freehills Kramer

Break Fees – A Case for Exceeding the 1% Guideline

24 years on, the 1% break fee guideline set by the Takeovers Panel still remains standard practice....more

Kerr Russell

Length of Covenants Not to Compete

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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

Offit Kurman

Protect Yourself and Your Business with Indemnification Understanding

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Join attorneys Sarah Sawyer and Russell Berger from Offit Kurman as they discuss indemnification clauses in contracts. They explain what indemnification means, its implications, and the importance of carefully reviewing and...more

Mayer Brown

The Staying Power of Term Sheets

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In this episode, Mayer Brown’s Global Corporate M&A Podcast unpacks the surprising staying power of term sheets—even after definitive agreements are signed. Hosts Jon Dhanawade, Frank Favia, and Andrew Stanger dissect recent...more

Morris James LLP

Chancery Holds Acquirer Cannot Offset Cost Savings from Failure to Enter Settlement Agreement Against Indemnification Damages

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ITG Brands, LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Mar. 3, 2025) - In this case, the Delaware Court of Chancery had previously held that, under the parties’ acquisition agreement, the...more

Roetzel & Andress

Planning for the Unexpected: How Unwind Agreements Help Medical Practices

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If your medical practice is considering joining a larger group or hospital, it’s important to ask: what if the new relationship doesn’t work out? In some situations, an unwind agreement can provide a path back to...more

Vinson & Elkins LLP

The Stabroek JOA Arbitration: Is It Time to Revisit JOA Change in Control Provisions?

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In the first in our series on JOA issues, we discuss the recent Stabroek JOA Arbitration decision and what it means for JOA parties considering their own JOA Change in Control provisions. Chevron Corporation’s (“Chevron”)...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Rulings on Ambiguity, Materiality and Damages in M&A Indemnification Provisions Highlight the Importance of Careful...

Delaware courts are frequently called upon to interpret indemnification provisions linked to representations and warranties, which serve as potential remedies for losses, dictating when and how one party must make whole the...more

Jenner & Block

Delaware Court Upholds Contractual Freedom in Dismissal of CityMD Merger Challenge

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In a landmark decision with far-reaching implications for private equity-backed ventures and minority investors in Delaware limited liability companies, the Delaware Court of Chancery dismissed a lawsuit brought by former...more

Sands Anderson PC

Approaches Community Associations Can Take to Combat Challenges Surrounding Rising Prices

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As purchasers of goods and services, many community associations have felt the impact of recent inflation and rising prices. While prices have continued to rise, community associations still must discharge the maintenance and...more

Mintz

[Podcast] Mintz On Air: Practical Policies — A Private Equity Non-Compete Primer

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Member Jen Rubin is joined by Associate Tom Pagliarini to discuss the strategic use of restrictive covenants in private equity transactions. This episode is part of a series of conversations designed to help employers...more

Ropes & Gray LLP

Five Key Legal Considerations for Investments in Engineering and Design Firms

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As the demand for infrastructure assets continues to grow, infrastructure investors are increasingly looking beyond traditional core infrastructure assets and turning their attention to infrastructure services businesses....more

Hogan Lovells

Sudden breach of a contract and liability: key takeaways from the Altarea’s court decision (TAE Feb. 4, 2025, no. J2024000206)

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A out of the ordinary case: a breach of contract for the sale of a business (rather than the breakdown of negotiations), and more specifically for the transfer of control of the Primonial Group. Back in March 2022, the...more

Kilpatrick

5 Key Takeaways 2025 SALT Summer Update

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Kilpatrick’s David Hughes and Jordan Goodman recently presented a “2025 SALT Summer Update” in association with AGN International - a worldwide association of separate and independent accounting and advisory businesses who...more

A&O Shearman

Creative deal structures help life sciences innovators ride out the macro storm

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Globally, market volatility has eroded confidence and subdued M&A activity. A “wait and see” approach is the prevailing sentiment for many market participants; it is difficult to convince boards to advance deals while...more

DarrowEverett LLP

Your Business's Growth Blueprint: Why Solid Legal Documents Matter

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Every successful business owner has ambition to grow, scale, and take his/her company to the next level. However, there’s one critical, often overlooked aspect that can make or break a business’s ability to get to that level:...more

Kilpatrick

8 Key Takeaways | Navigating Operating Agreements: Material Terms and Best Practices

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At a recent Association of Corporate Counsel (Charlotte Chapter) event, Kilpatrick’s Mikail Clark presented on the topic of “Navigating Operating Agreements: Material Terms and Best Practices.”...more

Blake, Cassels & Graydon LLP

Considérations clés relativement aux « propositions supérieures » au Canada

Quelque chose de relativement rare s’est produit au premier trimestre de 2025 dans le domaine des fusions et acquisitions (« F&A ») de sociétés ouvertes au Canada : Une proposition prétendument « supérieure » à celle visée...more

Whiteford

Private Company M&A - Reverse Diligence: Questions Sellers Should Ask of Bidders

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When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore...more

Fenwick & West LLP

Buy-Side M&A Playbook: Drafting Definitive Agreements - The Road to Closing

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This article is part of Fenwick's "Buy-Side M&A Playbook" series, published as part of the Silicon Valley Defense Group's Industry Collaboration Toolkit....more

Blake, Cassels & Graydon LLP

Key Considerations Relating to “Superior Proposals” in Canada

The Canadian public mergers & acquisitions (M&A) market saw a relative rarity in the first quarter of 2025 — an alleged “superior proposal” made by an alternative bidder during the interim period of an already announced...more

Goodwin

Delaware Court Awards More Than $180 Million for Breach of Commercially Reasonable Efforts Obligation in Drug Development...

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On June 11, 2025, the Delaware Court of Chancery found Alexion Pharmaceuticals liable for more than $180 million in damages to former stockholders of Syntimmune, Inc., following the Court’s September 2024 ruling that Alexion...more

Cozen O'Connor

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

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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

Proskauer - The Capital Commitment

Navigating Earn-Out Disputes: Key Considerations for Private Funds

Times of economic volatility often increase disparities between a seller’s valuation and the buyer’s valuation of the same company. Earn-out provisions are one tool frequently used to address such disparities. An earn-out...more

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