What is Reverse Vesting and What are the Tax Considerations?
What Does "Cash Free / Debt Free" Mean?
How is Purchase Price Established?
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Nota Bene Episode 117: The Critical Nature of Labor & Employment Diligence in Corporate Transactions with Kevin Cloutier and Shawn Fabian
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Buying or Selling a Business that Borrowed a PPP Loan
Do I need an attorney if I am buying or selling a business?
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
On July 31, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted partial judgment on the pleadings on a breach of contract counterclaim asserted by defendant, the former majority owner of two...more
The bankruptcy process is often straightforward: the debtor’s debts are discharged, creditors take a haircut of varying degrees, and life moves on. But some bankruptcy proceedings give birth to complicated agreements that...more
In real estate transactions, one of the most important documents a seller will execute is the “Owner’s Affidavit” (also sometimes called a “Seller’s Affidavit” or “Affidavit of Title”). Often, purchase agreements require the...more
Selling an auto dealership in New Jersey just got more expensive — and more complicated. As of July 10, 2025, changes to New Jersey’s so-called “Mansion Tax” have shifted the burden of this transfer tax onto the seller. A...more
Les tendances récentes observées dans les opérations immobilières au Canada révèlent l’évolution des pratiques de négociation et de nouvelles approches en matière de gestion des risques, de réglementation et de vérification...more
On June 3, 2025, Constellation and Meta announced a 20-year virtual power purchase agreement (the “PPA”) for the output from the nuclear reactor at Constellation’s Clinton Clean Energy Center. This partnership exemplifies the...more
On June 12, 2025, BioNTech SE (“BioNTech”) announced its entry into a definitive purchase agreement to acquire all shares of CureVac N.V. (“CureVac”), with an implied aggregate equity value for CureVac of approximately $1.25...more
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
Recent trends in Canadian real estate transactions reveal evolving negotiation practices and shifting approaches to risk, regulation and due diligence....more
On June 3, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted in part and denied in part respective cross-motions for summary judgment in a dispute between a Bitcoin mining company (the “Buyer”) and...more
The Ontario Superior Court of Justice has recently reaffirmed the importance of good faith—or the lack thereof—and reasonableness in real estate transactions, particularly when disputes arise over title defects, third-party...more
As the Trump administration actively works to streamline federal operations, its ambitious efforts to divest surplus property holdings present new buying opportunities for commercial real estate investors and developers. This...more
A rent-ready credit is a legal provision commonly included in a multifamily real estate purchase agreement that allows a buyer to recover turnover costs at closing. The credit is used to cover the costs needed to make vacant...more
Receiving a Letter of Intent or Indication of Interest (LOI) from a prospective buyer often brings a sense of excitement and validation for a business owner because it signals that all the hard work, sacrifices, and...more
Restrictive covenants are unquestionably a significant deal consideration in M&A transactions. In the private equity context, a buyer is focused on restrictive covenants to protect its investment by binding the sellers and...more
Current Market Overview - The veterinary real estate market remains active in 2025, though it’s evolving in response to broader economic conditions. Rising interest rates, limited inventory in high-demand urban and suburban...more
Interest rates remain stubbornly high, and the forecast for rate cuts remains unclear. In this environment, commercial real estate buyers may need to consider creative financing solutions. Typically, non-cash buyers will...more
The Michigan Department of Treasury recently issued updated guidance addressing successor liability in response to Mertz v. Dep’t of Treasury [Dkt. No. 365480 (June 13, 2024)], a recent case before the Michigan Court of...more
There’s a tongue-in-cheek joke within the legal industry that transactional lawyers create the problems, and the litigators get paid to clean them up. It’s a cautionary reminder to transactional lawyers: if the dealmaking...more
On April 2, 2025, Pré-Sal Petróleo S.A. (“PPSA”) published the Draft Tender Protocol of the 5th Auction (“5th Auction”) for the sale of national oil from the Mero, Búzios, Sépia, Itapu e Bacalhau fields (“Draft Tender...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
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more
On March 7, Arizona Attorney General (AG) Kristin Mayes filed a novel lawsuit alleging consumer fraud and racketeering against numerous entities, individuals, and even law firms and title companies involved in the residential...more
The EU is introducing new regulations (EDIRPA and EDIP) to structure military procurement through pooled orders coordinated by the European Commission. Advanced Purchase Agreements (APAs), inspired by COVID-19 contracts,...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER BRITISH LAW - 1. Introduction - Historically, there has been significant investment by overseas individuals and corporations in real estate in England and Wales and in...more