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Indemnification Mergers

Williams Mullen

[Webinar] M&A Series: The Latest Trends in Middle-Market M&A - April 16th, 11:00 am - 11:15 am EDT

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Please join Williams Mullen attorneys Jon Bliley and Rakesh Parikh as they discuss the latest trends in middle-market M&A, touching on several topics, including rep & warranty insurance and indemnification....more

Holland & Knight LLP

What Representations & Warranties Insurance Can Do for Your M&A Deals in Latin America

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In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more

Holland & Hart LLP

Georgia-Pacific Ruling Furthers Texas Two-Step Challenges

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The U.S. Court of Appeals for the Fourth Circuit recently approved injunctive relief as part of a strategy for settling mass tort claims through the Chapter 11 bankruptcy case of Bestwall LLC, an entity created by...more

Cozen O'Connor

Seventh Circuit Affirms Insurers’ Application of Bump Up Provision to Exclude Coverage

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On January 23, 2023, the U.S. Court of Appeals for the Seventh Circuit, in Komatsu Mining Corp. v. Columbia Casualty Company et al., (applying Wisconsin law), affirmed a district court’s holding that a settlement in...more

PilieroMazza PLLC

FCA Implications for M&A Transactions

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In mergers and acquisitions, the False Claims Act is an important consideration that both buyers and sellers need to address, particularly if the target company is the focus of an FCA investigation. It’s also important for...more

PilieroMazza PLLC

[Webinar] FCA Implications for M&A Transactions - July 26th, 2:00 pm - 3:00 pm EDT

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In mergers and acquisitions, the False Claims Act is an important consideration that both buyers and sellers need to address, particularly if the target company is the focus of an FCA investigation. It’s also important for...more

PilieroMazza PLLC

[Webinar] FCA Implications for M&A Transactions - June 29th, 2:00 pm - 3:00 pm ET

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In mergers and acquisitions, the False Claims Act is an important consideration that both buyers and sellers need to address, particularly if the target company is the focus of an FCA investigation. It’s also important for...more

Goldberg Segalla

Court Finds Plaintiff Properly Alleges Successor Liability to Survive Motion to Dismiss

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Supreme Court of New York, New York County, April 24, 2022 - The defendant, PB Heat LLC, filed a motion to dismiss the plaintiff’s complaint and a motion to impose sanctions. The plaintiff filed suit against PB Heat...more

Hogan Lovells

Arwood v. AW Site Services: Delaware Chancery Court declares Delaware ‘pro sandbagging’ - Corporate / M&A Decisions update series

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In Arwood v. AW Site Services LLC, C.A. No. 2019-0904-JRS (Del. Ch. March 9, 2022), the Delaware Court of Chancery held that “Delaware is a ‘pro-sandbagging jurisdiction,’” meaning that, absent a provision to the contrary, an...more

Williams Mullen

[Webinar] M&A Webinar Series: Key Considerations for Insurance Brokerage Transactions - April 19th, 11:00 am - 11:15 am EST

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Insurance brokerage deals surged in Q4 2021 and have continued to remain at peak levels throughout Q1 2022. Our team at Williams Mullen handled more than 50 of these transactions in the past two years alone, and, in doing so,...more

Hogan Lovells

Blue Cube Spinco v. Dow Chemical: Indemnification allegation sufficient for breach of contract claim - Quarterly Corporate / M&A...

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In Blue Cube Spinco LLC v. The Dow Chemical Company, C.A. No. N21C-01-214 PRW CCLD (Del. Sup. Ct. Sept. 29 2021), the Delaware Superior Court found that an M&A buyer had adequately alleged breach of contract claims for a...more

Morris James LLP

Chancery Dismisses Unripe Contribution Claim but Finds That Corporate Director and Officer Adequately Pled Right to...

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Wunderlich v. B. Riley Fin., Inc. et al., C.A. No: 2020-0453-PAF (Del. Ch. Mar. 24, 2021) - Delaware corporations may provide indemnification rights to their directors and officers either through the corporation’s...more

Chambliss, Bahner & Stophel, P.C.

Mergers and Acquisitions - Key Issues in Today's M&A Deals

From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care,...more

PilieroMazza PLLC

Purchase Agreement Components, Part 2: Indemnification Provisions

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In an acquisition, particularly an equity acquisition, a buyer must perform extensive due diligence on the target company to understand, as thoroughly as possible, the risks associated with the acquisition. In most cases,...more

Saul Ewing LLP

2020 Delaware General Corporation Law & Alternative Entity Amendments

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On July 16, Delaware Governor John Carney signed into law the 2020 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the Delaware...more

Perkins Coie

Giving Value to Representations and Indemnifications in Distressed Transactions

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Indemnification obligations are used to allocate risk between a buyer and a seller in nearly all mergers and acquisitions transactions. In an acquisition of a distressed company or its assets, however, the seller may not be...more

Williams Mullen

[Webinar] The Intersection of Rep & Warranty Insurance and Delayed Closings - December 10th, 11:00 am ET

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Join Williams Mullen Partners Jon Bliley and Hal Johnson as they discuss the issues that may arise should you face a transaction with a delayed closing where a rep and warranty policy is the buyer’s sole source of...more

Miller & Martin PLLC

BIZ BITS: Avoiding Foot-faults and Other Unnecessary Deal Risk

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In this blog post, Miller & Martin attorney David Spiller addresses how seemingly minor deal faults have the potential to impact transaction outcomes in a major way. As an avid “club” tennis player, meaning that when I...more

Hogan Lovells

Directors and officers in M&A litigation

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We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more

Jackson Walker

Critical Distinctions Between Texas and Delaware LLC Law (Webinar Presentation)

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Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...more

A&O Shearman

New Jersey Federal Court Extends Coverage of Merged Bank's D&O Liability Insurance Policy To Surviving Bank

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On September 18, 2017, Judge John Michael Vazquez of the U.S. District Court of New Jersey granted summary judgment in favor of plaintiffs BCB Bancorp, Inc. (“BCB”) and the former directors and officers of Pamrapo Bancorp,...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Hinshaw & Culbertson LLP

New York and North Carolina Take a Narrow Approach to Common Interest Doctrine

Brief Summary - The "common interest doctrine" generally protects attorney-client communications, even if such communications are disclosed to a third party, as long as the third party shares a common legal interest with...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Dechert LLP

Representation and Warranty Insurance: No Longer Optional - Deal Terms and Trends - Summer 2015

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Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the...more

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