The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
In a recent order, the Delaware Court of Chancery “reluctantly” confirmed an arbitrator’s award arising from a post-closing purchase price adjustment dispute between a seller of a chain of grocery stores and a private equity...more
In mergers and acquisitions (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains provisions for post-closing purchase price...more
Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential...more
By now, probably everyone that works in M&A or private equity has heard of the concept of a locked box as an alternative to completion accounts (or, in the U.S., “closing accounts”) on a deal....more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: The use of separate escrows for purchase price adjustments has been...more
Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the...more
Market Trends: What You Need to Know - Based on the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: - Purchase price adjustments continue to be commonplace in M&A agreements. In...more
A key to success for any growth company is navigating the numbers, with success and visibility in accounting and finance, preferably up and to the right. Nowadays, companies are experiencing accounting challenges as they...more
Buyers, sellers, their counsel and other advisers sometimes give short shrift to post-closing adjustment provisions in M&A deals; however, it’s important to make sure that language and calculation methods are clear and don’t...more
In LDC Parent, LLC v. Essential Utilities, Inc. (C.A. No. N20C-08-127-MMJ-CCLD (Del. Super. Apr. 28, 2021)), the Delaware Superior Court held that a post-closing purchase price adjustment dispute had to be resolved by an...more
If you are an investor buying a leased property, you are undoubtedly looking to the rental income as the return on your investment, in addition to the appreciation in the value of the property that is likely to occur over...more
Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: - The use of separate escrows for purchase price adjustments has been increasing on...more
Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more
Delaware Court of Chancery holds that specific accounting principles in a merger agreement will govern, even though it may result in a different approach to accounting standards for determining the target’s tangible net worth...more
Market Trends: What You Need to Know - Based on the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Purchase price adjustments continue to be commonplace in M&A agreements. In the...more
We looked at 28 deals across Asia signed or closed pre-COVID-19 in which the buyer or a group of affiliated buyers acquired all or a significant majority of the outstanding equity of the target. We examined the common key...more
Roma Landmark Theaters, LLC v. Cohen Exhibition Co., LLC, C.A. No. 2019-0585-PAF (Del. Ch. Sept. 30, 2020) - In Roma Landmark Theaters, the parties’ purchase agreement contained a framework for post-closing price...more
Much like everything else in the world, M&A transactions must adjust in order to account for the impact of COVID-19. Arguably the most important feature in any M&A transaction is the purchase price. Set forth below are...more
A great deal has been written about the M&A wars, including our prior alerts regarding the issues that arise when a buyer attempts to terminate a deal as a result of a seller material adverse effect (MAE) or the inability of...more
Navigating M&A transactions can be a challenge in the best of times. Unfortunately, it would be difficult to call this the “best of times” from a business perspective given the current COVID-19 pandemic...more
COVID-19 has spread rapidly across the world since it first emerged in late 2019 and has impacted everything from the way we work, to certain aspects of M&A and Private Equity transactions and the way in which they are...more
A recent opinion from the Delaware Court of Chancery reinforces the importance of using clear language when drafting dispute resolution clauses. In Agiliance, Inc. v. Resolver SOAR, LLC, No. 2018-0389-TMR, 2019 Del. Ch. LEXIS...more
In mergers and acquisitions (“M&A”) transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains provisions for post-closing purchase...more
The continued and controversial imposition of tariffs has not only resulted in global economic and political fallout but has also adversely affected contractual relationships for suppliers, manufacturers, contractors and...more