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
The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023....more
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
Do we value our possessions more just because we own them? Sometimes. Does this association of value apply to businesses? Almost always. The Cost of Risk- Buyers and sellers of a business often find themselves with a...more
For the right transaction, a rollover of equity can add value for the buyer and the seller. Rollover equity is ownership in the buyer or its affiliates that is issued to a seller as payment for all or a portion of the...more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...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
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
Generally, net working capital is determined by subtracting the business’ current liabilities from its current assets, excluding cash. Transactions are commonly structured on a “cash free” basis with the seller retaining the...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
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 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
Overview- Earnout provisions give sellers of a company rights to additional consideration if the acquired business achieves certain financial goals or specified milestones post-closing. Earnouts are often used to bridge...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 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
The purchase price is an integral component of any purchase and sale of an operating business, if not the integral component. As in the purchase and sale of anything, the seller and the buyer often have different opinions...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
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