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Mergers Contract Terms Due Diligence

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

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

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

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

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

Goodwin

Crafting a Competitive LOI in Lower Middle Market M&A

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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

Fenwick & West LLP

Buy-Side M&A Playbook: The Term Sheet - Defining Your Aerospace & Defense Deal

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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

Ankura

Strategic Transition Service Agreements: Ensuring Seamless Business Continuity in M&A Transactions

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Transition Service Agreements (TSAs) play a critical role in acquisitions across various industries. These agreements outline the terms whereby the divested company pays (or receives payment from) the parent company for...more

BakerHostetler

Methods To Allocate Tariff-Related Risks in M&A Agreements

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Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more

Hahn Loeser & Parks LLP

Growing Your Closely Held Business Through Acquisition: Making the Winning Bid

Successful business owners know one tried-and-true method to grow and scale is through acquisition. In today’s competitive and complex marketplace, the competition is fierce for businesses with a proven track record and the...more

Proskauer - The Patent Playbook

The Crucial Role of Patent Due Diligence in Mergers & Acquisitions: Spotting Patent Litigation Risks Before Closing a Deal

In today’s rapidly evolving business landscape, mergers and acquisitions (“M&A”) remain a common strategic priority for companies aiming to grow, innovate, or strengthen their market position. However, the complexity of these...more

Mintz

Seller Considerations When Negotiating a Letter of Intent

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Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as...more

Procopio, Cory, Hargreaves & Savitch LLP

Eleven Concepts Business Teams Need to Know About Indemnification and Protection in Private Company M&A: Cutting Through the...

Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more

Oliva Gibbs

OG Talks: Good Energy and Navigating Transactions

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Join Oliva Gibbs LLP's co-owners Brad Gibbs and Zack Oliva, alongside Partner Patrick Schenkel, as they delve into the intricacies of transactional law in the oil and gas sector. From navigating jurisdiction-specific...more

Mayer Brown

Delaware Law Alert: Avoiding Ambiguities in M&A Disclosure Schedules

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A notable Delaware Chancery Court opinion offers important insights for M&A deal parties into how courts interpret disclosure schedules. In Aldrich Capital Partners Fund, LP v. Bray, the stock purchase agreement and the...more

Stevens & Lee

Planning for 2025: Track Your Post-Closing Obligations for Health Care Transactions

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While the new year presents an opportunity for businesses to look forward and set goals for performance in 2025, former owners of medical practices or other health care-related businesses who sold their enterprises in 2024...more

Orrick, Herrington & Sutcliffe LLP

M&A Considerations for Serial Acquirers

Companies that frequently acquire other companies benefit from a structured M&A playbook and robust due diligence. Justin Yi and Josh Pollick cover those points and also explore the complexities of earnouts and integration...more

IR Global

How To Ensure A Smooth Transaction When Selling A Franchise

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Mergers and acquisitions (M&A) in the franchise industry are complex transactions that require careful planning, due diligence, and a keen understanding of both pre and post-deal considerations. With extensive...more

Winstead PC

Key Considerations in Review of NDAs as a Buyer

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When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more

Goodwin

5 Essential Tips for Tailoring Your Diligence Plan to Secure R&W Insurance in Manufacturing Deals

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It is no secret that a representations and warranties (R&W) insurer’s underwriting focus is informed by industry-specific risks and claims experience. For manufacturing businesses, aligning the buyer’s diligence plan and the...more

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

Goodwin

Be Mindful of Phantom Equity

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A new case demonstrates the importance of conducting due diligence on compensatory arrangements and adjusting capitalization representations in merger agreements accordingly. Phantom equity is a form of employee...more

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