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In today’s mergers and acquisitions (M&A) market, a challenge for dealmakers is the gap in valuation expectations between buyers and sellers. Economic uncertainty and a high-interest rate environment have made buyers more...more
The M&A landscape is beginning to evolve, with shifts in market dynamics shaping deal terms and bargaining dynamics for 2024 and beyond....more
The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023....more
Purchase price adjustment provisions are designed to reflect changes in the target's financial condition that occur prior to the closing of the transaction. For example, if on January 1, a transaction is valued, or priced, at...more
When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing...more
In merger and acquisition (M&A) transactions, the earn-out mechanism serves as a strategic tool for conditional payment based on the prospective performance of the acquired entity. This mechanism is particularly prevalent in...more
KEY ASPECTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - 1. Offer to Purchase: Offer to Purchase sets forth Buyer's offer of price, date for closing, contingencies for inspections,...more
The Massachusetts Supreme Judicial Court granted summary judgment in favor of the seller of a janitorial service franchise based on claims by the buyers that the COVID-19 pandemic excused their obligation to pay the seller...more
Section 1060 and its associated regulations require that buyers and sellers use the “residual” method to allocate the purchase price, which includes not only the cash consideration paid but also assumed liabilities. Pursuant...more
Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or...more
A well-crafted letter of intent (“LOI”) adds value for the negotiating principals by helping to ensure the parties are in agreement on key deal terms before they spend significant time and money on diligence and definitive...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - 1. Offer to Purchase: Offer to Purchase sets forth Buyer's offer of price, date for closing, contingencies for inspections,...more
While many economists are predicting that the United States economy will experience a recession during 2023, resulting in a decline in M&A activity, there are many M&A experts who believe M&A activity will experience a...more
A More Cautious Approach- Compared to the torrid pace of M&A transactions last year, the current year seems rather pedestrian. That is not to say businesses are not being sold; they are....more
In a recent case examining a purchase agreement’s post-closing purchase price adjustment provision, the Delaware Supreme Court held that the agreement demanded that the provision be applied correctly when determining the...more
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
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - 1. Offer to Purchase sets forth Buyer's offer of price, date for closing, contingencies for inspections, financing, etc., and...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - A. Offer to Purchase sets forth Buyer’s offer of price, date for closing, contingencies for inspections, financing etc. and...more
Chicago Bridge & Iron Co. v. Westinghouse Elec. Co. LLC, et al., No. 573, 2016 (Del. June 28, 2017) - The Delaware Supreme Court reversed the Court of Chancery’s entry of judgment on the pleadings based on a flawed...more