News & Analysis as of

Purchase Agreement Acquisitions Due Diligence

Blake, Cassels & Graydon LLP

Négociation de conventions d’achat de biens immobiliers : cinq considérations essentielles

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

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

Blake, Cassels & Graydon LLP

Five Critical Considerations in Real Estate Purchase Agreements

Recent trends in Canadian real estate transactions reveal evolving negotiation practices and shifting approaches to risk, regulation and due diligence....more

Morris James LLP

Why Letters of Intent and Indications of Interest Should be Reviewed by an Attorney

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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

Husch Blackwell LLP

Michigan Issues Updated Guidance on Successor Liability

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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

PilieroMazza PLLC

Managing Litigation Risk During the Business Lifecycle, Part 2: Business Acquisition and Post-Closing Disputes

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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

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

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

Whiteford

Private Company M&A – Rep & Warranty Insurance: A “Zero-Liability” Promised Land for Sellers?

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Representation & Warranty Insurance (“RWI”) is specialty insurance coverage purchased for M&A deals which provides third-party insurance coverage for certain breaches of the Seller’s representations and warranties in the...more

Foley & Lardner LLP

The Opportunities, Risks, And Rewards Of AI Acquisitions

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Amid a period of recalibration, the artificial intelligence industry is experiencing a transformational phase. According to a recent report from Stanford’s Institute for Human-Centered Artificial Intelligence that closely...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

Buckingham, Doolittle & Burroughs, LLC

Deal prep: Tips for selling a business in an evolving M&A environment

The U.S. is coming off of two years of historically low interest rates and a tremendous amount of liquidity, factors that created a very strong sellers’ market in 2021 and 2022.This year, while there is still a lot of dry...more

Goodwin

Ten Issues to Consider When Acquiring a Food Business

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The food industry is generally considered recession-resistant and less susceptible to economic downturns than other sectors, making it an attractive investment for private equity firms seeking stable returns. The increasing...more

Husch Blackwell LLP

Buyer Beware: Environmental Attributes Diligence in Biofuel Company Acquisitions

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Like any acquisition, the purchase of a biofuels company should involve substantial due diligence so the buyer can best determine the value of the target’s assets and liabilities, assess the risks associated with its business...more

Foley & Lardner LLP

Retraining the Acquisition Model: How to Approach the Risks and Rewards of Deals With Artificial Intelligence Targets

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In recent years, companies specializing in artificial intelligence (AI) technologies have been increasingly coveted acquisition targets. With the AI field transforming our approaches to key issues – from climate change to...more

Baker Donelson

Five Steps Every Operator Should Take Before a Sale (Even If You Aren't Planning to Sell)

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Selling a long term care facility is a labor-intensive process, and one that often must be kept confidential until the sale occurs. During this time, the seller has a duty to provide due diligence to the purchaser. It can be...more

Schwabe, Williamson & Wyatt PC

What to Expect When Selling A Manufacturing Business

Knowing what to expect when going into the sale process and teaming up with experienced advisors is critical to making the sale of your business the crowning achievement of all of your hard work. This article discusses...more

Sheppard Mullin Richter & Hampton LLP

Nota Bene Episode 117: The Critical Nature of Labor & Employment Diligence in Corporate Transactions with Kevin Cloutier and Shawn...

From due diligence to post-acquisition, there are various labor and employment issues that businesses should pay attention to in order to ensure smooth corporate transactions and integrations. Employee classifications and...more

Sheppard Mullin Richter & Hampton LLP

The Critical Nature of Labor and Employment Diligence in Transactions

Because nearly every company has a workforce, labor and employment issues permeate nearly every transaction. Employment-law successor liability presents a substantial risk in transactions even when purchase agreements...more

Chambliss, Bahner & Stophel, P.C.

Mergers and Acquisitions - Key Issues in Today's M&A Deals

From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care,...more

Greenberg Glusker LLP

What They Don’t Tell You When You Sell Your Company

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Selling your company for a huge profit sounds enticing. What could be wrong with getting a huge up-front payment at capital gain rates in lieu of years of future sweat for an uncertain return and ordinary income treatment?...more

Morrison & Foerster LLP

Buying into Private Companies: 10 Points To Note For Secondary Share Acquisitions

Investments in private companies by way of share purchases from existing shareholders (secondary transactions) raise a unique set of complexities, which are often overlooked. Share issuances in company-led financing rounds...more

White and Williams LLP

Reps & Warranties Insurance Claims – Observations on AIG’s 2018 Claims Report

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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

Blake, Cassels & Graydon LLP

Private M&A in Canada and the U.K. 10 Considerations for Dealmakers

Prudent investors may gain an advantage by leveraging their knowledge of differences in private M&A market practices between Canadian and U.K.-style purchase agreements. While Canadian M&A takes many cues from the United...more

Troutman Pepper Locke

Covenants in upstream acquisitions and divestitures

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Introduction - Upstream sale and purchase transactions are complex. In most instances, they are based not on simultaneous signing and completion, but rather on signing followed by a lengthy period leading to completion....more

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