Mezzanine Lending Video Series (Episode 2)
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Jeff Bell Video Law Bulletin: Unusual Purchase Price Methodologies in M&A Transactions
Assessments, Condos vs. Town Homes
Yahoo's $30 Million May Be 'Underpay' for Summly's D'Aloisio
Purchase price adjustment provisions are designed to reflect changes in the target's financial condition that occur prior to the closing of the transaction. For example, if on January 1, a transaction is valued, or priced, at...more
When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing...more
In merger and acquisition (M&A) transactions, the earn-out mechanism serves as a strategic tool for conditional payment based on the prospective performance of the acquired entity. This mechanism is particularly prevalent in...more
The prohibition on fee splitting by professionals is alive and well in New York. The sale of a dental practice from one dentist to another was found to violate the state’s prohibition against fee splitting because the...more
In business purchase and sale transactions, the purchase price leads to some of the most contentious push and pull in negotiations. A majority of disagreements arise from each party’s valuation of the target company as well...more
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
When acquiring or selling a company, many nuances exist in various stages of the process, some of which are not readily apparent on their face. One of those nuances is the interplay between accounts receivable and working...more
KEY ASPECTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - 1. Offer to Purchase: Offer to Purchase sets forth Buyer's offer of price, date for closing, contingencies for inspections,...more
The Massachusetts Supreme Judicial Court granted summary judgment in favor of the seller of a janitorial service franchise based on claims by the buyers that the COVID-19 pandemic excused their obligation to pay the seller...more
Section 1060 and its associated regulations require that buyers and sellers use the “residual” method to allocate the purchase price, which includes not only the cash consideration paid but also assumed liabilities. Pursuant...more
Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or...more
A well-crafted letter of intent (“LOI”) adds value for the negotiating principals by helping to ensure the parties are in agreement on key deal terms before they spend significant time and money on diligence and definitive...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - 1. Offer to Purchase: Offer to Purchase sets forth Buyer's offer of price, date for closing, contingencies for inspections,...more
While many economists are predicting that the United States economy will experience a recession during 2023, resulting in a decline in M&A activity, there are many M&A experts who believe M&A activity will experience a...more
A More Cautious Approach- Compared to the torrid pace of M&A transactions last year, the current year seems rather pedestrian. That is not to say businesses are not being sold; they are....more
The ABA Private Target Mergers & Acquisitions Deal Points Study is published on a bi-annual basis. The 2021 Deal Points Study (the “Study”) analyzed 123 publicly available purchase agreements executed and closed in 2020 and...more
In a recent case examining a purchase agreement’s post-closing purchase price adjustment provision, the Delaware Supreme Court held that the agreement demanded that the provision be applied correctly when determining the...more
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
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - 1. Offer to Purchase sets forth Buyer's offer of price, date for closing, contingencies for inspections, financing, etc., and...more
The recent decision of Intergulf Investment Corporation v. 0954704 B.C. Ltd. from the British Columbia Court of Appeal (Court of Appeal) serves as a reminder to buyers and sellers of real estate, and their agents, to exercise...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - A. Offer to Purchase sets forth Buyer’s offer of price, date for closing, contingencies for inspections, financing etc. and...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
Merger agreements typically include post-closing purchase price adjustment provisions. A net working capital, or NWC, adjustment, for example, increases or decreases the purchase price post-closing based on a comparison of...more
The Arkansas Court of Appeals addressed in a May 23rd opinion a dispute between an Arkansas municipality and public water authority in regards to the sale and purchase of water. See Northeast Public Water Authority of the...more