FCA Implications for M&A Transactions
What You Need To Know About Representation and Warranty Insurance
Growth by Acquisition Important Considerations for Government Contractors, Part 2 of 2
The Exit: Everything You Need to Know but Didn’t Know to Ask about Startup Acquisitions
Podcast: Buy-Sell Market - Factors to Consider in Transactions of Automotive Dealerships
Jeremy Levy on Recent RWI Challenges and Near-term Outlook
Selling Your Government Contract Business: Plan Today for a Stronger Tomorrow, Part 1 of 2
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Opportunities and Optimism: M&A Deal Trends — A Recap Discussion Around ACG Atlanta M&A South Panel
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Law Brief®: Mark Rosenberg and Richard Schoenstein Discuss Online Distribution Leakage
Top 20 Negotiation Tips: #8 and #9
Exit Worth Celebrating – It’s Never Too Early to Plan for Your Exit
How Private Equity Firms Structure Health Care Mergers and Tax Implications
Strategic Growth Paths of Top Small Business Government Contractors
How to prepare for a merger and acquisition in logistics and transportation
Exit Strategies for GOVCONs with Set Aside Contracts: 2021 Insights and Lessons Learned from Business Owners and Advisors
Mergers and Acquisitions in Healthcare: Getting Your House in Order
H.R. 1: Digital Ad Regulation and Foreign National Prohibitions: What Political Advertisers and Ad Platforms Need to Know
Mergers and Acquisitions - Key Issues in Today's M&A Deals
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
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
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
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
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
According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Point Studies, the use of stand-alone indemnities in reported private company M&A transactions has increased from 69% in its 2007...more
This CLE course will cover the negotiation and structure of permit and license clauses in hotel purchase sale agreements, with an emphasis on liquor licenses. Our panel will discuss pitfalls in drafting and high priority...more
This CLE course will provide an overview of critical financing-related provisions in acquisition agreements from multiple perspectives and provide a conceptual understanding of how the provisions in question interplay with...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
Earlier this month, the ACC hosted an illuminating panel presentation on Life Sciences Litigation: A Look at Milestone Disputes & Recent Trends. Panelists included Lauri Mims and Jennifer Huber, both Partners at Keker Van...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
As global M&A activity reached record highs this year, so too did the market's appetite for carve-out transactions. A carve-out transaction is the sale of a subsidiary, division, or other part of a larger business enterprise....more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER AUSTRALIAN LAW - The majority of land in Australia consists of freehold title. Registration of ownership of freehold title is recorded using the Torrens system. The Torrens system...more
In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are...more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law - February 2021....more
In the recent case of Travelport Ltd v Wex Inc [2020] EWHC 2670 (Comm) (the “Travelport Case”), the High Courts of England considered the construction of a material adverse effect clause (“MAE Clause”) in which a party sought...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
Market Trends: What You Need to Know - Based on the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Purchase price adjustments continue to be commonplace in M&A agreements. In the...more
On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more
A buyer and seller of real estate will often include a liquidated damages provision in the purchase and sale agreement as a means for stipulating the amount of damages the seller will receive in the event of a breach of the...more
Contemplating a merger? Making an acquisition? Doing a deal with another company can be challenging enough, without having to take on legal liability for the behavior of a company’s leadership, particularly where success of...more
In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more
A delicate balance has evolved over time in leveraged acquisitions with respect to the nature of the contractual relationship between a target and its owners, on the one hand, and the debt financing sources of the buyer, on...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