2 Gurus Talk Compliance: Episode 55 – The From Worse to Worser Edition
JONES DAY TALKS®: Real Assets Roundup: A New Look at Real Estate, Energy, and Infrastructure - Episode 1
Daily Compliance News: July 11, 2025, The What is a COI Edition
Expert or Arbitrator? — PE Pathways Podcast
Podcast - Navigating the New Landscape of Private Equity in Healthcare
Inside a $175M Deal: Tim McLoughlin & Joshua Hayes Live From RDU Startup Week
Exploring Carried Interest in Upper Tier Private Equity Structures — PE Pathways
Upping Your Game: Episode 3 - Embedded Compliance: From Gatekeeper to Business Enabler
The Preferred Return Podcast | Balancing Act: Strategies for GPs and LPs in Today's Market
Exploring the Administration's Regulatory Impact on Private Equity — PE Pathways Podcast
Debt and Lending Markets: Current Trends Impacting Private Equity Sponsors — PE Pathways Podcast
The LathamTECH Podcast — Can RSUs Unlock Employee Equity?
The SEC's Reach Beyond Publicly Traded Companies
Evolving Landscape of Secondary Transactions in Private Equity — PE Pathways Podcast
5 Key Takeaways | Debating Critical Issues Facing the Banking Industry
2025 Perspectives in Private Equity: Cross-border Investment Review and New Restrictions
2025 Perspectives in Private Equity: Antitrust & Competition
2025 Perspectives in Private Equity: Public Policy
2025 Perspectives in Private Equity: AI & Technology
2025 Perspectives in Private Equity: Sports
The Most Favored Nation (MFN) provision in a loan agreement is a lender protection mechanism that is typically seen in credit facilities permitting an uncommitted incremental facility. The MFN provision, a term originating...more
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
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
A majority of private fund managers set the clawback limit at 25%, but they calculate the clawback differently depending on fund type. Limited partner (LP) clawback provisions enable fund managers to call back previously...more
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
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
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
Oregon has put itself on the map as the first state to follow through with its efforts to curtail private equity (“PE”) control over professional medical entities (“PMEs”). Quarles has been reporting on increased efforts by...more
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
Last week, Oregon enacted into law SB951, which strengthens Oregon’s corporate practice of medicine doctrine by implementing greater restrictions on arrangements between medical practices and management services organizations...more
On December 31, 2024, the Fifth Circuit Court of Appeals (the “Court”) struck down the controversial 2020 “uptier transaction” executed by Serta Simmons Bedding (“Serta”). The Serta case and several other state court and...more
Before a subscription lender can enter into a subscription credit facility with a fund, the subscription lender will need to review the limited partnership agreement (“LPA”) of such fund to confirm the LPA allows for...more
On June 9, 2025, Oregon enacted Senate Bill 951, which strengthens Oregon’s existing prohibition on the corporate practice of medicine (CPOM) by limiting the scope of permissible arrangements between professional medical...more
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
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
On June 9, 2025, Oregon Gov. Kotek signed Senate Bill 951 into law, imposing significant new limitations on corporate involvement in medical practices. This legislation reinforces and expands Oregon's existing restrictions on...more
On June 9, 2025, Oregon enacted the most restrictive corporate practice of medicine (CPOM) law in the country (SB 951), which imposes substantial restrictions on the ownership and control of professional medical entities...more
On June 9, 2025, Oregon Governor Tina Kotek signed into law Senate Bill 951 (the “2025 Act”). Unlike California’s AB 3129, which was vetoed by California Governor Gavin Newsom in September 2024, the passage of the 2025 Act...more
On June 9, 2025, Governor Kotek signed Senate Bill 951, An Act Relating to the Practice of Health Care (“SB 951”), into law. This law strengthens Oregon’s existing Corporate Practice of Medicine (“CPOM”) restrictions by...more
Over the past year, we have seen a significant increase in Events of Default (each, an “EoD”) arising from financial underperformance. This trend is largely driven by the high interest rate and inflationary environment, with...more
Ann Chen, deputy chair of the firm’s Capital Markets & Corporate department, provides an insider perspective on the crossroads of corporate law and entertainment, particularly in the music catalog space....more
In this episode of PE Pathways, Partners Nick Stawasz and Dan Boland discuss the distinctions between engaging an expert or an arbitrator for resolving post-closing purchase price and earnout disputes in M&A deals. The...more
After years of contractual entanglements, public disputes and strategic reinvention, Taylor Swift has achieved something few global recording artists have: She now owns the master recordings of her entire musical catalog....more
Standstill periods in private credit intercreditor agreements don't get much attention – they exist to allow senior lenders time to take enforcement action before super senior lenders can step in. But if you're not careful,...more