In the mergers and acquisitions context, there is a risk that the occurrence of some event between signing and close may cause the value of the target to diminish significantly, making the deal no longer attractive to the...more
A recent decision by the Court of Chancery of Delaware provides a reason to pause before agreeing to standard, boilerplate “material adverse change” clauses in purchase agreements. In Osram Sylvania, Inc. v. Townsend...more
Warning shoppers—or, rather, sellers: a company’s failure to meet sales forecasts may amount to a material adverse effect.
In Osram Sylvania Inc. v. Townsend Ventures, LLC, Osram Sylvania Inc. (OSI), a stockholder of...more
Munich-based partner Jörg Kirchner and NY-based partner Eli Hunt discuss four key ways that private equty transactions in European and the US tend to differ. Kirchner, a Global Co-chair of Latham & Watkins’ Corporate...more
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