Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
Do R&W Insurers Still Pay Claims? Following Up on Lowenstein’s 2020 Survey
What You Need To Know About Representation and Warranty Insurance
Jeremy Levy on Recent RWI Challenges and Near-term Outlook
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Reps & Warranties Insurance Claims: Getting to “Yes”
Reps & Warranties Insurance: Sealing The Deal
Lessons for Health, Beauty & Wellness Companies [Part 3]: When to Consider Acquiring a Distressed Company
Six Things You Need to Know About Life Sciences M&A During and After COVID-19
Nota Bene Episode 27: The Gangbuster State of Private Equity and Merger and Acquisition Cycles in the U.S. with Luca Salvi
Addressing Environmental Issues in Real Estate Development
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for...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
Although a majority of buyers in real estate transactions rely on their own inspections of property, most real estate purchase and sale agreements contain some seller representations and warranties regarding key factual...more
A while back, I wrote an article titled “3 Things to Address in Digital Media Agreements,” which focused on issues related to the purchase or sale of ad space on different media channels (e.g., websites and mobile...more
In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more
A business purchase agreement outlines the terms and conditions of the purchase and sale of a business (or its assets), including: •The exact nature and extent of what is being sold; •The responsibilities of the parties...more
On April 3, 2023, Vice Chancellor Nathan A. Cook of the Delaware Chancery Court dismissed the breach of contract claims by one pharmaceutical company (the “Seller”) against another (the “Buyer”) in connection with the Buyer’s...more
In Arwood v. AW Site Services LLC, C.A. No. 2019-0904-JRS (Del. Ch. March 9, 2022), the Delaware Court of Chancery held that “Delaware is a ‘pro-sandbagging jurisdiction,’” meaning that, absent a provision to the contrary, an...more
In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more
In Swipe Acquisition Corp. v. Krauss, CA No. 2019-0509-PAF, 2021 WL 282642 (Del. Ch. Jan. 28, 2021), the Delaware Court of Chancery held that California public policy prohibited a purported waiver of a contractual party’s...more
One would think that, as we approach 2021, litigation related to residential mortgage loans originated and sold well over a decade ago would be ancient history. Nevertheless, some suits filed years ago remain active, and,...more
The COVID-19 pandemic has stressed the M&A market at every stage of the deal-making process – from complicating on-site visits and intensifying the diligence process to introducing valuation gaps (relative to pre-COVID-19...more
When approaching a potential new M&A transaction in the face of the volatility and unpredictability created by COVID-19, dealmakers should consider a range of topics in order to determine how to best protect their interests...more
The COVID-19 pandemic has caused severe disruption, distress and uncertainty for companies across almost every industry. While this initially resulted in a substantial slow-down in the M&A market, transactional activity is...more
Representations and warranties play an important role in M&A agreements by providing valuable disclosures and allocating risks between the parties. Representations regarding the target company’s financial statements are...more
Once it has been determined that a breach of a financial statement representation in an acquisition agreement has occurred—specifically with respect to an identified income statement—the question arises as to the quantum of...more
Hill v. LW Buyer LLC, C. A. No. 2017-0591-MTZ (Del. Ch. July 31, 2019). As this summary judgment decision illustrates, even where parties to a securities purchase agreement agree on a buyer’s entitlement to indemnification...more
Kilcullen v. Spectro Scientific, Inc., C.A. No. 2018-0429-KSJM (Del. Ch. July 15, 2019). Delaware law provides for a default three-year statute of limitations period for breaches of contract, generally applicable to claims...more
We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more
Crucial to any private equity seller is certainty: the certainty that a sale will be consummated at an agreed price and that any potential post-closing liability is fully understood in advance of distributing proceeds to...more
The Arkansas Oil Marketers Association Environmental Workshop was held on August 30th in Little Rock. I undertook a presentation titled: Identifying and Addressing Environmental Issues in Petroleum Marketing...more
As mentioned in the first post of this series, the goal of many entrepreneurs is to seek venture capital financing or ultimately sell their company in an “exit” merger or acquisition. Upon making representations and...more
This is an interesting advancement case as it applies the usual test of whether the former directors have been sued “by reason of the fact” they were directors in the context of suit against former owners’ representative for...more
Anti-reliance disclaimer by buyer in M&A transaction: Delaware law enforces clauses which identify the specific information on which a party has relied and foreclose reliance on other information - Upon the consummation...more
The sale of a business often takes several months and generates huge amounts of paperwork. The process culminates in a purchase agreement typically exceeding fifty single-spaced pages full of dense wording....more