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Contract Negotiations Target Company

Goodwin

Use of EBITDA in Earnouts Increased 22% in Two Years

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From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more

Rivkin Radler LLP

Letters of Intent – Negotiating the Framework of Your Transaction

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In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more

Goodwin

Acquirer Beware: “Material Adverse Effects” in Merger Contracts and How Shifting Reimbursement Rates Impact the Healthcare Sector

Goodwin on

On July 9, 2021, the Delaware Court of Chancery (Slights, V.C.) issued an opinion in Bardy Diagnostics, Inc. v. Hill-Rom, Inc., No. 2021-0175-JRS, concluding that the requirements of a “material adverse effect” (“MAE”) clause...more

Lowenstein Sandler LLP

New Research: Do Managers of a Target Corporation Withhold Good News?

Does increased appraisal risk have an effect on manager behavior?  Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the...more

Fenwick & West LLP

Coronavirus Impact on M&A and Other Strategic Corporate Transactions

Fenwick & West LLP on

The myriad and rapidly evolving impacts of COVID-19, the disease caused by the novel coronavirus, are being felt across society—in the healthcare system, employment, politics and the economy. Those involved in corporate...more

King & Spalding

M&A in the Food and Beverage Industry, Part I: What You Need to Know About Due Diligence and Its Impact on Acquisition Agreement...

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The food and beverage industry is booming and presents numerous attractive opportunities for acquisitions, investments and other strategic transactions. Whether a transaction involves the acquisition of a more mature brand...more

Kilpatrick

DE Chancery Court Finds Material Adverse Effect Allowed Fresenius to Terminate Merger Agreement with Akorn

Kilpatrick on

Summary: - A perfect storm of facts in Akorn, Inc. v. Fresenius Kabi AG et al. allowed the Delaware Chancery Court to conclude that Fresenius could properly terminate its obligations to acquire Akorn without liability,...more

Dorsey & Whitney LLP

MAE is MIA No Longer: Delaware Court Upholds Use of “Material Adverse Event” Clause for the First Time

Dorsey & Whitney LLP on

In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Chancery Court held that Fresenius, a German pharmaceutical company, was justified in invoking a “material adverse event” (MAE) clause to terminate its $4.8 billion merger...more

Foley & Lardner LLP

Akorn v. Fresnius Kabi: Delaware Court Provides Guidance on What Constitutes a Material Adverse Event

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A Delaware Chancery Court has allowed a buyer to cancel a deal based on a material adverse effect. The decision is believed to be the first of its kind in Delaware. In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court...more

Bennett Jones LLP

Delaware Judge Finds Elusive MAC—Does It Change Anything?

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Purchasers of businesses often want an "escape hatch" prior to closing if the target business suffers a "material adverse change" (or a "material adverse effect"). Historically, based on court decisions primarily out of the...more

A&O Shearman

Delaware Court Of Chancery Rules For The First Time That MAE Justifies Termination Of Deal

A&O Shearman on

In a first-of-its-kind ruling, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled post-trial that Fresenius SE & Co. KGaA (“Fresenius”) properly terminated its $4.3 billion agreement to acquire Akorn,...more

A&O Shearman

M&A Watch: How Do You Get a Big “MAC” in Delaware

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In a recent high-profile decision, the Delaware Court of Chancery excused a buyer from its obligation to purchase a public company target on the basis that, among other things, the target company had suffered a material...more

PilieroMazza PLLC

Letter of Intent: A Seller’s Friend or Foe?

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For a business owner, the sale of the company is the final act in the life cycle of the company (TargetCo). It represents the business owner’s opportunity to cash out on and be rewarded for his or her vision, ingenuity, years...more

Buchalter

Corporate: Negotiating Strategies for the Sale of Technology Companies

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The number of mergers and acquisitions of private technology companies continue to increase. Established companies often have inadequate in-house development resources, a large pile of cash, and a need to prove to their...more

Buchalter

Tech Industry Bulletin

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In this Issue: - Corporate: Negotiating Strategies for the Sale of Technology Companies - Intellectual Property: Crowdfunding and Confidentiality for Tech Start-Ups - Real Estate: An Introduction to...more

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