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Merger Clause

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

by Snell & Wilmer on

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

Business Litigation Reporter - June 2016

by Goodwin on

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

FRANCHISEE 101: Understanding Merger/Integration Clauses

by Lewitt Hackman on

Before a final agreement is signed there are often oral discussions, negotiations, and representations. There may be written memorandums of understanding or letters of intent. But, when the final agreement has a "merger" or...more

Lessons Learned from Litigators: How to Avoid Litigation When Doing a Deal

by McCarter & English, LLP on

In this Publication: - 2.1 Introduction 2–1 - 2.2 General Considerations About Contract Drafting 2–2 - § 2.2.1 Does the Contract Reflect a “Meeting of the Minds”? 2–2 - § 2.2.2 The Words of the...more

Paris Energy Series No. 8: Beware of the Boilerplate – The Risks of Standard-form Clauses in Common and Civil Law Jurisdictions

by White & Case LLP on

1. Introduction - When commercial agreements are negotiated, certain key terms are generally the subject of intense discussion. Once these terms have been agreed, there is a risk the ‘boilerplate’ provisions1 at the...more

Court of Appeals Finds The Phrase "Other Good And Valuable Consideration" In A Contract To Be A Clear And Unambiguous Statement

In Schron v. Troutman Saunders LLP, 2013 NY Slip Op 00952 (N.Y. Feb 24, 2013), the New York Court of Appeals held that the phrase “other good and valuable consideration” within a contract was not ambiguous, and therefore...more

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