Selling Your Med Spa Practice – Key Steps To Attract a Buyer and Get the Best Price
FCA Implications for M&A Transactions
What You Need To Know About Representation and Warranty Insurance
Growth by Acquisition Important Considerations for Government Contractors, Part 2 of 2
The Exit: Everything You Need to Know but Didn’t Know to Ask about Startup Acquisitions
Podcast: Buy-Sell Market - Factors to Consider in Transactions of Automotive Dealerships
Jeremy Levy on Recent RWI Challenges and Near-term Outlook
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Selling Your Government Contract Business: Plan Today for a Stronger Tomorrow, Part 1 of 2
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Opportunities and Optimism: M&A Deal Trends — A Recap Discussion Around ACG Atlanta M&A South Panel
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Top 20 Negotiation Tips: #8 and #9
Quality Of Earnings: Making The Most Of M&A Transactions
How Private Equity Firms Structure Health Care Mergers and Tax Implications
Reps & Warranties Insurance: Sealing The Deal
Strategic Growth Paths of Top Small Business Government Contractors
How to prepare for a merger and acquisition in logistics and transportation
Exit Strategies for GOVCONs with Set Aside Contracts: 2021 Insights and Lessons Learned from Business Owners and Advisors
Mergers and Acquisitions in Healthcare: Getting Your House in Order
In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the...more
According to the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, financial statement representations are universally required from sellers in private company M&A deals, included in...more
In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more
Market Trends: What You Need to Know - One of the most pronounced practice-related trends in private company merger and acquisition transactions is the near-disappearance of target legal opinions as a closing deliverable. ...more
Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....more
In AB Stable VIII LLC v. Maps Hotels and Resorts One LLC, the Delaware Court of Chancery issued a precedential decision addressing whether a buyer could walk away from an M&A transaction because the target company’s responses...more
On December 18, 2019, the Delaware Court of Chancery issued a 119-page post-trial memorandum opinion 1) rejecting a buyer's argument that the target company had breached representations and warranties in the parties' merger...more
In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more
Contemplating a merger? Making an acquisition? Doing a deal with another company can be challenging enough, without having to take on legal liability for the behavior of a company’s leadership, particularly where success of...more
On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more
On October 1, in Akorn v. Fresenius Kabi, the Delaware Court of Chancery for the first time found that a material adverse effect — or MAE — had occurred in a merger transaction, which, combined with other breaches of the...more
The recent decision of the Delaware Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG et. al is the first time a Delaware court has found a material adverse effect in the M&A context, and reinforces current Delaware law...more
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
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 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