News & Analysis as of

Purchase Price

Ninth Circuit Confirms Pleading Standard for Securities Fraud Claims Involving Statements of Opinion

On May 5, 2017, the U.S. Court of Appeals for the Ninth Circuit issued an important decision in City of Dearborn Heights Act 345 Police & Fire Retirement System v. Align Technology, Inc., et al., affirming the dismissal of a...more

M&A Global Intelligence Series: Pricing Mechanisms

by DLA Piper on

In any M&A transaction, one of the fundamental matters to be agreed by the parties (usually at an early stage) is what approach will be used to calculate the purchase price, including whether or not there will be any...more

Beyond Purchase Price: The Tax Treatment of M&A Deal Costs

by Farrell Fritz, P.C. on

Recovering Transaction Costs - It is a basic tax principle that the more a seller pays in taxes on the sale of its business, the lower will be the economic benefit realized on the sale; similarly, the more slowly that a...more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Global Private Equity Newsletter - Spring 2017 Edition: Bridging the Consideration Gap

by Dechert LLP on

As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more

Avoiding Disputes Over How to Resolve Disputes

by Holland & Knight LLP on

In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition Co., LLC, C.A. No. 12585-VCL (decided Dec. 5, 2016), the Delaware Chancery Court was required to interpret purchase price dispute...more

Projects and Energy Weekly Snippets

by Hogan Lovells on

Weekly projects and energy updates in South Africa Eskom sticks on price for renewables The standoff between the Department of Energy and power utility Eskom looks set to continue for a while, with both sides digging in on...more

Rollover Equity in the Sale of a Family-Owned Business

If you sell your family-owned business to a private equity buyer, the buyer will most likely pay a portion of the purchase price with equity in the buyer’s new company, rather than with cash. The equity that you receive in...more

Transactions Update: Purchase Price or Compensation

by McDermott Will & Emery on

Purchase Price v. Compensation - ..Companies are choosing to stay private significantly longer than the vesting period for stock options ..Recent proposals by private companies to buy back stock from current and...more

SCOTUS to Decide Constitutionality of State "No Credit Card Surcharge" Laws

by Ballard Spahr LLP on

The U.S. Supreme Court has agreed to decide whether state laws that prohibit merchants from imposing a surcharge on credit card purchases violate the First Amendment. The petition for certiorari granted by the Supreme Court...more

Liquidity in Private Companies

by WilmerHale on

Traditionally, the management and investors of venture-backed companies would begin considering an exit for the company—an IPO or acquisition—as it entered the growth phase. Today, however, more and more companies...more

Stamp duty land tax reforms

by Dorsey & Whitney LLP on

Stamp duty land tax – Reform of charging provisions for non-residential property - In his Budget 2016 speech, the Chancellor announced changes to the rules for calculating the stamp duty land tax (SDLT) charged on...more

Ten Tips for a Successful Business Succession Plan

Passing along a family business can be tricky business. There are a variety of legal, tax, and emotional issues that can complicate the process. A well thought out plan made far in advance of the events requiring the plan is...more

Advertising Holiday Discounts? How Retailers Can Avoid Lawsuits

by Perkins Coie on

With the holidays approaching, retailers and their advertising partners are preparing for the busiest time of the year. Sales advertising is a staple of holiday marketing campaigns, which often include “former price”...more

M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action

In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived...more

Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New...

by Bracewell LLP on

On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s...more

Highlights from the Tenth CEO/Innovators Roundtable: June 4 – 5, 2015

by Foley & Lardner LLP on

This past June, leaders from health systems, outpatient services companies, health insurers, IT and equipment suppliers, health retailers, home care providers, pharmaceutical companies, and investors gathered in Chicago for...more

A Farewell to Alms? Peppercorn Settlements of M&A Litigation

An apparently frustrated Delaware Vice Chancellor recently approved yet another disclosure-only settlement of yet another challenge to a merger, but seemed intent on signaling that such proposed class-action settlements might...more

Lenders’ New Right to Redeem after Nevada HOA Foreclosure Sales

Beginning October 1, 2015, lenders in Nevada will have a much-needed right to redeem properties sold at homeowners association (HOA) foreclosure sales for pennies on the dollar. Specifically, lenders and homeowners will have...more

Delaware Chancery Court Concludes Indemnification and Other Provisions of a Merger Agreement Are Not Enforceable Against...

by Foley Hoag LLP on

In November, the Delaware Court of Chancery issued a decision that raises troubling questions about commonly used techniques in private company acquisitions and that, if not modified on appeal or through legislation, could...more

Private Company M&A: Post-Closing Purchase Price Adjustment Provisions: New Decision Holds Some Common Mechanics Unenforceable

by K&L Gates LLP on

In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more

Delaware Court Provides Guidance on Acceptable Deal Protection Mechanisms and Scope of Third Party Aiding and Abetting Liability...

On November 25, 2014, the Delaware Court of Chancery issued a decision in In Re Comverge, Inc. Shareholders Litigation, which: (1) dismissed claims that the Comverge board of directors conducted a flawed sales process and...more

Delaware Court Invalidates Release and Indemnification Obligations Against a Selling Stockholder in a Merger Transaction

by Goodwin on

The Delaware Chancery Court recently invalidated a buyer’s attempt to obtain a release and indemnification obligations from selling stockholders of a Delaware corporation that was acquired in a merger. The ruling will require...more

Delaware Supreme Court Reverses Lower Court And Affirms Arbitrator’s Award

by Carlton Fields on

Reversing the Court of Chancery’s ruling vacating an arbitration award, the Delaware Supreme Court held in SPX Corporation v. Garda USA, Inc. that the arbitrator’s decision should have been affirmed because the arbitrator’s...more

Jeff Bell Video Law Bulletin: Unusual Purchase Price Methodologies in M&A Transactions [Video]

by Morrison & Foerster LLP on

Morrison & Foerster Partner Jeff Bell discusses unusual purchase price methodologies in M&A transactions....more

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