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
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
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
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
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
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
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
In the latest episode of the Mintz on Air: Practical Policies podcast, Member Jen Rubin discusses with colleague and Member Andrew Bernstein when the best time is to hire an employment lawyer. This episode is part of a series...more
On May 12 and 13 2025, the Loan Syndications and Trading Associations held its fourth annual private credit industry conference in Nashville, Tennessee—the speakers of which included industry professionals from direct lending...more
In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider...more
A recent Delaware Chancery Court decision provides important guidance for private equity sponsors, minority investors, and deal professionals regarding the enforceability of contractual waivers and the limits of the implied...more
When a private company is being sold, it is necessary for its minority shareholders to be mindful of protecting their own individual interests when diverging from the controlling shareholder’s interests. Because the...more
Campus Eye Management Holdings LLC v. DiDonato, C.A. No. 2024-0121-LWW (Del. Ch. Aug. 30, 2024) - This case arose out of a dispute between an optometrist who sold a majority stake in his company to a private equity buyer,...more
On March 19, 2025, the German Federal Labor Court ("BAG") ruled that clauses that qualify as general terms and conditions and stipulate that virtual option rights that are already vested at the time of termination of an...more
“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more
Prolonged or failed M&A transactions can tie up capital, increase transaction costs, and delay returns of exit proceeds. Managing the interim period between signing and closing is increasingly critical in M&A transactions,...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
In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more
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
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
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