News & Analysis as of

Buyers

Beyond Purchase Price: The Tax Treatment of M&A Deal Costs

by Farrell Fritz, P.C. on

Recovering Transaction Costs - It is a basic tax principle that the more a seller pays in taxes on the sale of its business, the lower will be the economic benefit realized on the sale; similarly, the more slowly that a...more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

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

Global Private Equity Newsletter - Spring 2017 Edition: Bridging the Consideration Gap

by Dechert LLP on

As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more

Global Private Equity Newsletter - Spring 2017 Edition: Like Bigfoot, a Clear and Settled Definition of “Consequential Damages”...

by Dechert LLP on

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

How to Effectively Manage Vapor Intrusion Risks When Acquiring and Developing Property

With increasing concern and attention being raised by regulatory agencies and the public on protecting building occupants from exposure to vapor intrusion (VI)-related contaminants, parties acquiring and developing property...more

LLC Membership Interest Purchase Treated As Asset Purchase

by Dickinson Wright on

A buyer of a business often will prefer to purchase assets rather than equity interests in order to, among other things, obtain a step-up in the tax basis of the assets of the business equal to its purchase price. The buyer...more

2016 Guidance from the North Carolina Court of Appeals on Attorney-Client Privilege Issues

by Ward and Smith, P.A. on

In civil litigation, parties frequently communicate with consultants, tax advisors, friends, family, and others concerning the subject matter of the litigation, and such communications raise issues regarding the possible...more

Commercial Real Estate Sellers: Hire Your Own Attorney!

by Ward and Smith, P.A. on

Many sellers believe, possibly based on their experience in residential real estate transactions, that they can rely on the buyer's attorney, or a real estate broker, to "represent" them in a transaction. Although it is...more

Non-Use Agreement Need Not Precede Disclosure of Confidential Information

A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more

Art Advisors and Duty of Loyalty in Focus Again Over Sale of Basquiat

by Sullivan & Worcester on

We reviewed in December an important decision that addressed the duties of loyalty that art advisors may, or may not, owe to their clients in dealing in the art market. That question—of to what extent advisors and...more

Supreme Court defended secured creditor stating that premises in insolvency management shall be treated as being part of the...

by White & Case LLP on

In Russian insolvency procedures, it is quite common for third parties to try to exclude property from a debtor’s insolvent estate (konkursnaya massa) by claiming title to its real property in the absence of the registered...more

An Overview of Representations and Warranties Insurance

The last twelve months have seen strong levels of M&A activity in the U.S. energy tech and renewables sector. As this trend continues, we want to share a recent update on the increased use of representations and warranties...more

Reps & Warranties Insurance In M&A Deals – Getting the Deal Done

by McGuireWoods LLP on

Note: This is the first in a series of posts that will discuss the use of RWI in Mergers & Acquisitions. Essential to a buyer’s and seller’s evaluation of the purchase and sale of a company is the allocation of...more

Auto Dealership Liability for Accidents Occurring During Test Drives: How to Protect Your Dealership

by Jaburg Wilk on

Prospective car buyers are no different than the drivers we encounter daily on the road: some are skilled, some are not so skilled. Add to that the prospective buyer’s unfamiliarity with the vehicle they are test-driving,...more

5 tips for environmental due diligence in business transactions

by Thompson Coburn LLP on

Virtually all business transactions involve some level of environmental risk. The key is to identify all of the potential risks and collect sufficient information about them early in the due diligence period of a transaction....more

"Key Takeaways: Minimizing Risks and Maximizing Opportunities in China-Latin America Investment"

On February 6, 2017, Skadden hosted the webinar “Minimizing Risks and Maximizing Opportunities in China-Latin America Investment.” Topics of discussion included the increasing importance of Chinese investment in Latin...more

Top Five Issues for the LNG Industry in 2017

by King & Spalding on

As low oil prices dragged on for another year, LNG sellers and developers continued to face hurdles in 2016. Unfortunately but not surprisingly, we witnessed more projects cancelled or put on hold, including LNG Canada and...more

Texas Law Lets Attorney-Client Privilege Transfer to the Buyer of a Business

by Polsinelli on

When negotiating the sale of a business, legal counsel should be aware that the attorney-client privilege protecting communications between the seller and its legal counsel – including negotiations regarding the acquisition –...more

Blog: 2017 M&A Trends Series: Negotiating Anti-Reliance Language

by Cooley LLP on

Buyers continued to assert fraud claims in private deals with increasing alacrity. In a typical claim, a buyer may allege that management provided information during due diligence regarding the company that misrepresented the...more

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

by Bass, Berry & Sims PLC on

Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

Don’t Be Inconspicuous: Disclaiming the Implied Warranty of Merchantability

by Foley & Lardner LLP on

Some of the most important terms in any contract for the sale of goods are the warranties that apply to the goods. In addition to any express warranties made by the seller, the law implies certain warranties in some...more

Key Issues for Sellers to Consider When Selling Trade Receivables on Electronic Platforms

by Reed Smith on

Online receivables auction platforms are growing in number and prevalence, spurred by commercial and regulatory developments in the commodities and banking industries. This briefing looks at some of the high-level issues that...more

Delaware Court Affirms Utility of Buyer Acknowledgment Clause in Dismissing Fraud Claim

In IAC Search, LLC v. Conversant LLC (f/k/a ValueClick, Inc.), 2016 WL 6995363 (Del. Ch. Nov. 30, 2016), the Delaware Court of Chancery provided a reminder on how potentially-overlooked contractual provisions could have a...more

Blog: 2017 M&A Trends Series: Rep & Warranty (R&W) Insurance is Here

by Cooley LLP on

So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year...more

Non-Reportable ≠ Non-Reviewable: Antitrust Insights for Smaller US Mergers

by Dechert LLP on

Acquisitions of U.S. companies that fall below the $80.8 million Hart-Scott-Rodino (HSR) reporting threshold may pose unique risks to buyers. Unlike HSR reportable transactions, non-reportable transactions typically do not...more

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