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
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
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
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences 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
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
Arbitration clauses in home purchase agreements and warranties can be powerful tools for resolving disputes efficiently. But as highlighted in a recent Florida appellate case, Osborne v. Drees Homes of Florida, it's essential...more
Acquisition agreements in M&A transactions frequently include provision for payment to be made at closing based on estimates of certain financial metrics that are later subject to a purchase price adjustment based on a final...more
Welcome to September’s edition of the UK Tax Round Up. In addition to the headline-grabbing 2022 Growth Plan announced by the UK Chancellor, there have been a number of interesting cases this month including the First-tier...more
In LDC Parent, LLC v. Essential Utilities, Inc. (C.A. No. N20C-08-127-MMJ-CCLD (Del. Super. Apr. 28, 2021)), the Delaware Superior Court held that a post-closing purchase price adjustment dispute had to be resolved by an...more
In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition Co., LLC, C.A. No. 12585-VCL (decided Dec. 5, 2016), the Delaware Chancery Court was required to interpret purchase price dispute...more