You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more
In Crashfund LLC v. FaZe Clan, investors in Wanderset Inc. sued successor e-gaming company, FaZe Clan. Wanderset investors claimed that their agreements with Wanderset granted them conditional rights to obtain stock...more
Buyers of assets typically like to pick and choose the assets and liabilities that they will acquire. In general, the law permits this. Thus, a corporation that purchases the principal assets of another corporation, will not...more
Before a major financing transaction or the sale of a company, the investor or buyer will want to see most of the company’s legal and financial documents. This is called “due diligence.” If I asked you to share with me all of...more
Last month, Professor Stephen Bainbridge posed the question of whether California recognizes the de facto merger doctrine outside of the successor liability context. Here was my response. Less than two weeks later, the...more
Yesterday, Professor Stephen Bainbridge noted that California has applied the de facto merger doctrine to an asset purchase transaction to hold the acquiring corporation liable for tort liabilities of the selling corporation....more
When deciding to sell your company, and taking some of the initial steps towards that goal (including Getting Ready for an M&A exit and Negotiating a Term Sheet), an important step will be determining the structure of the...more
Brief Summary - The "common interest doctrine" generally protects attorney-client communications, even if such communications are disclosed to a third party, as long as the third party shares a common legal interest with...more
On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more
New regulations issued by Treasury under Section 336(e) permit certain stock acquisitions to be treated as asset purchases, allowing buyers access to stepped-up asset basis and corresponding depreciation and amortization...more