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Sellers Contract Terms Asset Purchase Agreements

Roetzel & Andress

Planning for the Unexpected: How Unwind Agreements Help Medical Practices

Roetzel & Andress on

If your medical practice is considering joining a larger group or hospital, it’s important to ask: what if the new relationship doesn’t work out? In some situations, an unwind agreement can provide a path back to...more

Benesch

Earnout Held to Violate NY Fee Splitting Prohibition

Benesch on

A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more

Gray Reed

Delaware: A Confirmed Pro-Sandbagging Jurisdiction

Gray Reed on

In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more

Herbert Smith Freehills Kramer

Who Owns the Attorney-Client Privilege of a Seller After the M&A Deal Closes?

When M&A transactions end in post-closing disputes, the right to assert privilege with respect to communications that the acquired business conducted with its counsel pre-closing can be of critical importance and possibly...more

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