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Troutman Pepper

Planning for Success: Five Considerations for Selling Your RIA

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Every RIA owner will at some point need to transition their business, whether through internal succession, a sale of the business or otherwise. If the transition could be via a sale, the day to start planning to sell your RIA...more

Woods Rogers

Counterfeiters Beware: Amazon Steps Up Efforts to Protect Brands

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Amazon's Counterfeit Crimes Unit (CCU) has been pursuing legal action against sellers attempting to sell counterfeit products on the Amazon platform. CCU accuses these bad actors of obtaining improper trademarks and filing...more

Whiteford

Net Working Capital & Purchase Price Adjustments In M&A Deals

Whiteford on

Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum...more

Womble Bond Dickinson

Earnout Deals Surge in Uncertain Times – What M&A Professionals Need to Know About Earnouts

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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

Goulston & Storrs PC

What's Market: The Materiality Scrape

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Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

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In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

What's Market: Representations and Warranty Insurance

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Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more

Goulston & Storrs PC

What's Market: Indemnity Baskets

Goulston & Storrs PC on

In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the...more

Goulston & Storrs PC

What's Market: Sandbagging Provisions

Goulston & Storrs PC on

A “sandbagging” provision, sometimes referred to as a “pro-sandbagging” provision,) in an M&A agreement such as an—asset purchase agreement, stock purchase agreement, or merger agreement—states that a buyer's remedies against...more

Goulston & Storrs PC

What's Market: Damage Mitigation Provisions

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In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

Goulston & Storrs PC

What's Market: Financial Statement Reps

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According to the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, financial statement representations are universally required from sellers in private company M&A deals, included in...more

Goulston & Storrs PC

What's Market: Exclusion of Consequential Damages

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In M&A transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties and related indemnification covenants....more

Goulston & Storrs PC

What's Market: Use of Knowledge Qualifiers

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In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. The scope and detail of these...more

Goulston & Storrs PC

What's Market: Purchase Price Adjustments

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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

Goulston & Storrs PC

What's Market: Compliance With Laws Representations

Goulston & Storrs PC on

In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

K&L Gates LLP

Guarding Against Fraud and Loss–What You Need to Know When Taking Security by Way of a Bank Guarantee

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Bank guarantees (BGs) are a very old invention yet remain one of the most common forms of security that are provided in respect of leasing and other property transactions. Despite their prevalence, there are a number of risks...more

DarrowEverett LLP

Closing with Confidence: Representations and Warranties Insurance in M&A

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Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates...more

White & Case LLP

Warranties and indemnities insurance take center stage in M&A transactions in Africa

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In most M&A transactions, after the parties have negotiated the basic commercial terms, they then negotiate the warranties and indemnities (W&I). Generally, buyers want the anticipated value of their purchase without any...more

Whiteford

To Roll or Not to Roll: Equity Roll Issues in Private Company M&A Deals

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This article is the first in a series on common issues of critical importance to sellers in private company M&A- An equity roll is an agreement between a Buyer and a Seller in an M&A deal where the Seller (typically a...more

DarrowEverett LLP

Survival Periods and Delaware’s Statute of Limitations in M&A

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Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more

Porter Hedges LLP

Middle Market M&A Planning: What is Rollover Equity?

Porter Hedges LLP on

The term “rollover equity” is frequently used in discussions about the sale of middle market companies (which often is described as meaning companies with enterprise values from $10 million to $1 billion[1]), but frequently...more

K&L Gates LLP

Unauthorized Seller Reviews—Another Tool to Combat Unauthorized Sellers and Protect Your Brand

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Unauthorized sellers can damage your brand in many ways. One way is in relation to customer reviews of your products. Unauthorized sellers provide poor customer service, use poor or incorrect content and marketing assets, and...more

Flaster Greenberg PC

What You Need to Know About the Consumer Protection Enhancement Act

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In early July 2024, Governor Murphy signed Bill S3192/A4454, also known as the “Real Estate Consumer Protection Enhancement Act” (the “Act”), into law. The Act incorporates certain additional protections for consumers...more

DarrowEverett LLP

Maximizing Value: The Art of Purchase Price Allocation in Real Estate Deals

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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

Lasher Holzapfel Sperry & Ebberson PLLC

Real Estate Conveyances: Which Deed is Right for Me?

When considering whether to enter into a contract to buy or sell property, you may come across various types of deeds by which title may be transferred. In Washington State, there are three common types of deeds that may be...more

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