We get Privacy for work – Episode 6: The Potential Privacy Risks Inherent to Mergers and Acquisitions
LathamTECH in Focus: Tech Deals: The Emerging Focus of FDI Regulators?
LathamTECH in Focus: Navigating National Security: The Impact of FDI Reviews on Tech M&A
Navigating Employee Integration in Mergers and Acquisitions: Lessons From Pretty Woman — Hiring to Firing Podcast
Treating Compliance Like an Asset
Episode 376 -- DOJ's Unicat Settlement and the Future Look of Trade Enforcement Actions
First 100 Days of the New HSR Rules with Antitrust Partner Kara Kuritz
Daily Compliance News: June 23, 2025, The Is Walmart Cool Edition
Expert or Arbitrator? — PE Pathways Podcast
The LathamTECH Podcast — Getting Deals Done: Tackling Antitrust Challenges in Tech M&A
Podcast - Navigating the New Landscape of Private Equity in Healthcare
Inside a $175M Deal: Tim McLoughlin & Joshua Hayes Live From RDU Startup Week
Strategies for Business Resilience in Uncertain Times
Daily Compliance News: May 20, 2025, The What Could Go Wrong Edition
Business Better Podcast Episode: Bridging Campuses: Legal Insights on Education Industry Consolidation – Labor, Employment, and Benefits
Business Better Podcast Episode: Bridging Campuses: Legal Insights on Education Industry Consolidation – Privacy and Data Security
Daily Compliance News: April 25, 2025, The Trouble in Travel Edition
Daily Compliance News: April 24, 2025, The Made in Malaysia Edition
Business Better Podcast Episode: Bridging Campuses: Legal Insights on Education Industry Consolidation - Public Finance
Business Better Podcast Episode: Bridging Campuses: Legal Insights on Education Industry Consolidation – Mergers, Acquisitions, and Antitrust
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
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
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more
In most M&A deals involving private targets (including the sales of divisions of publicly traded companies), the purchase agreement will include a baseline dollar value for the target, with several adjustments. Often, the...more
On January 7, 2025, the U.S. Department of Justice (DOJ) filed suit against three Texas-based crude oil companies—XCL Resources Holdings, LLC (XCL), Verdun Oil Company II, LLC (Verdun), and EP Energy LLC (EP)—alleging...more
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
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more
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
When acquiring or selling a company, many nuances exist in various stages of the process, some of which are not readily apparent on their face. One of those nuances is the interplay between accounts receivable and working...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
Now that we are halfway through 2023, it’s a good time for a representations and warranties (R&W) claims trend update. Overall, the rate of claims has been relatively consistent with previous years, while the number of claims...more
A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more
Chancery Court Provides Additional Guidance on Disclosure Requirements for Corwin Analysis - One of the most significant decisions of the Delaware Chancery Court in the last 15 years was the court’s ruling in Corwin v....more
ITG Brands LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Sept. 30, 2022) - Plaintiff acquired four cigarette brands from the defendant under an asset purchase agreement. Prior to entering into the APA, the...more
Mergers and acquisitions have many moving parts, both before the transaction is completed and after the deal has closed. Having a reps and warranties insurance policy can make things easier for an insured if problems arise...more
Though reps and warranties insurance policies are becoming increasingly common in the mergers and acquisitions (M&A) world, there is much less familiarity with the handling of any resulting claims. Even seasoned clients and...more
Representations and warranties (R&W) insurance covers a breach of the reps and warranties contained in the purchase agreement governing a merger or acquisition. Since reps and warranties insurance policies are...more
Just as representations and warranties (R&W) policies are very different from most other insurance products, so too are R&W claims, as they of course arise out of the terms of the policy. These policies provide coverage for a...more
Following a recent Delaware case, buyers in M&A deals should ensure that their purchase agreements adequately provide for access to information from the seller in case of post-closing disputes. In Fortis Advisors, LLC v....more
M&A update – Sellers and buyers who have completed transactions within the past several years should take note of Gov. Andrew Cuomo’s Executive Order 202.8, tolling the statutes of limitations for all claims through April 19....more
The novel coronavirus (COVID-19) has already proven to have profound social, political and economic effects on the world, impacting nearly every continent, community and business sector. With the growing uncertainty about...more
Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more
The second program in our new webinar series will outline the key real estate concerns within your M&A transaction. In particular, our speakers will review best practices in structuring a transaction, negotiation and closing...more
...The sale process doesn’t happen overnight, and there are many things before the sale that can greatly impact the sale. However, positioning your business in the best possible ways for sale has a wide range of meaning....more
In this post, we summarize some of the highlights from AIG’s recently published Mergers and Acquisitions 2018 Claims Report, and include our own observations on the role that Representations and Warranties Insurance (R&W...more