In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more
10/7/2017
/ Auditors ,
Buyers ,
Contract Drafting ,
DE Supreme Court ,
GAAP ,
Indemnification Clauses ,
Merger Agreements ,
Private Equity ,
Purchase Price ,
Purchase Price Adjustment ,
Representations and Warranties ,
Sellers
Crucial to any private equity seller is certainty: the certainty that a sale will be consummated at an agreed price and that any potential post-closing liability is fully understood in advance of distributing proceeds to...more
10/3/2017
/ Buyers ,
Carve Out Provisions ,
Contract Drafting ,
Contract Terms ,
Fraud ,
Indemnification ,
Private Equity ,
Purchase Agreement ,
Representations and Warranties ,
Risk Mitigation ,
Sellers
It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more
4/13/2017
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Closing Adjustment Cost ,
Contract Drafting ,
Contract Terms ,
GAAP ,
Mergers ,
Non-GAAP Financial Measures ,
Nuclear Power ,
Power Plants ,
Power Purchase Agreements ,
Purchase Agreement ,
Purchase Price ,
Representations and Warranties ,
Sellers
A recent decision from the Delaware Chancery Court adds a twenty-first century interpretation to the common law doctrine of consequential damages which has roots reaching back to English contract law. This decision highlights...more
4/8/2017
/ Acquisitions ,
Buyers ,
Common Law Claims ,
Consequential Damages ,
Contract Drafting ,
Contract Terms ,
Damages ,
Foreseeability ,
Mergers ,
Sellers ,
Stock Purchase Agreement
It is not unexpected for there to be requirements in consumer contracts that clear formulations of waivers are necessary before a consumer can be deprived of rights. However, under Delaware law similar formality and clarity...more
Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the...more
8/19/2015
/ Acquisitions ,
Buyers ,
Commercial Insurance Policies ,
Escrow Accounts ,
Indemnification ,
Indemnification Clauses ,
Mergers ,
Representations and Warranties ,
Risk Allocation ,
Scope of Coverage ,
Sellers ,
Underwriting