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
Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates...more
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
In business purchase and sale transactions, the purchase price leads to some of the most contentious push and pull in negotiations. A majority of disagreements arise from each party’s valuation of the target company as well...more
Although a majority of buyers in real estate transactions rely on their own inspections of property, most real estate purchase and sale agreements contain some seller representations and warranties regarding key factual...more
Welcome to the January 2024 edition of the Jenner & Block Japan Newsletter, a publication containing updates about legal developments in the United States that may be noteworthy to our clients and other leaders in the...more
In HControl Holdings v. Antin Infrastructure Partners, a Delaware court recently held that the buyer could terminate without closing its agreement to acquire a target company for $250 million. Due to a $215,000 ownership...more
When it comes to real estate transactions, buyers are protected by the Purchase and Sale Agreement which operates as a contract between the buyer and seller. Purchase and sale agreements typically contain numerous...more
By now, many of you may have heard of the Corporate Transparency Act (“CTA”) and how it may increase compliance costs for many of your businesses in 2024. In brief, beginning January 1, 2024, the CTA will require foreign...more
On April 3, 2023, Vice Chancellor Nathan A. Cook of the Delaware Chancery Court dismissed the breach of contract claims by one pharmaceutical company (the “Seller”) against another (the “Buyer”) in connection with the Buyer’s...more
Image a home buyer finally finds their dream house. There’s just one problem. During their home inspection, they discover the foundation is cracked. But they buy the house anyway, fully aware of the issues with the...more
In this Upside episode, Farella's Greg LeSaint and Erica Villanueva discuss how incorporating representation and warranty insurance into your acquisition from the buy-side or sell-side can have tremendous benefits in dealing...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
In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more
Delaware Clarifies “Pro-Sandbagging” Stance by Mark Tarallo and Mary Moran In almost every M&A transaction, the parties spend some time discussing (if not heavily negotiating) the right of the buyer to bring claims against...more
Recently, Troutman Pepper Partner Jeremy I. Levy was interviewed by Armie Lee of The Deal. Topics discussed include: - A look back at the environment for representations and warranties insurance at the end of 2021 -How that...more
In a March 9, 2022, opinion, the Delaware Chancery Court examined a seller’s argument that the buyer in an asset purchase agreement was prohibited from asserting claims for contractual breach of representations in the...more
On March 9, 2022, the Delaware Court of Chancery issued a post-trial decision in Arwood v. AW Site Services, LLC, subsequently amended on March 24, 2022. The plaintiff, John Arwood, had spent decades building a waste...more
A recent decision out of the Delaware Court of Chancery in John D. Arwood et al. v. AW Site Services, LLC, sheds significant light on whether a party to a contract governed by Delaware law may “sandbag” its counter party: as...more
When entering into a stock purchase agreement or asset purchase agreement, both the purchasers and the sellers should be mindful that no matter how straightforward the transaction may seem, it is always possible that a...more