News & Analysis as of

Buyers Acquisitions

Delaware Law Updates – Delaware Court Of Chancery Affirms Fraud Exception To Parties’ Contractual Allocation of Risk

by McCarter & English, LLP on

EMSI Acquisition, Inc. v. Contrarian Funds, LLC, et al., C.A. No. 12468-VCS (Del. Ch. May 3, 2017), Slights, V.C. The Delaware Court of Chancery honored the well-settled policy against fraud and its limitation on parties’...more

Where Is Delaware Corporate Litigation Going?

by Morris James LLP on

There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it. Conversely, sellers too will bear the risk that buyer's remorse...more

Court Of Chancery Interprets Claimed Advancement Waiver

by Morris James LLP on

This decision explains how to obtain a release of advancement rights from a seller in an agreement to purchase his company. Here that effort failed. However, buyers will continue to not want to have to advance the sellers’...more

Acquisition Financing in the United States: 2017… Uncertainty!

by Morrison & Foerster LLP on

Global M&A was sluggish in the beginning of 2016, but ended strong with a fourth quarter burst of activity. While aggregate 2016 deal volumes dropped 16% from the highs of 2015, Thomson Reuters reports that 2016 global deal...more

M&A Indemnification Provisions: Are You Drafting Unenforceable Time Limits?

In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more

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

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

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

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

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

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

Delaware Law Updates - 2016 Year in Review

by McCarter & English, LLP on

Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more

Preserving or Eliminating Fraud Claims in M&A Transactions (Update)

by Hogan Lovells on

In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

by Snell & Wilmer on

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

An Overview of Representations and Warranties Insurance

by Mintz Levin on

The prospect of unknown business risks between buyers and sellers is often a major hurdle in mergers and acquisitions deal negotiations. Neither side wants to assume responsibility for issues such as financial statement...more

2016 Summer Review: M&A legal developments

by White & Case LLP on

We set out below a number of interesting English court decisions which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on their implications....more

Global Private Equity Newsletter - Winter 2016 Edition: Tools for Managing Environmental Risks in Deals

by Dechert LLP on

When parties to an M&A deal consider most environmental risks, they essentially seek the same goals that they seek with respect to other liabilities in the deal. M&A sellers, particularly private equity sellers, seek to avoid...more

Smart Selling And Buying: 5 Main M&A Pitfalls to Avoid

Marcellus Shale drilling was taking off, and the owner of an oil and gas service company fielded a buyout offer from a Wall Street private equity firm. Golden opportunity, right?...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: France

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Article L. 1224-1 of the French Labour Code states that “following a change to the employer’s legal status, in particular by succession, sale,...more

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