FCA Implications for M&A Transactions
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How to prepare for a merger and acquisition in logistics and transportation
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Mergers and Acquisitions in Healthcare: Getting Your House in Order
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Mergers and Acquisitions - Key Issues in Today's M&A Deals
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
It’s nice to get paid. Giving up control of your business? Well… that’s a different story. On closing the sale of a business, owners realize a dramatic financial return on their investment. However, few buyers are willing to...more
As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
The “Nursing Home Covid-19 Data Dashboard” maintained by the Centers for Disease Control and Prevention (CDC) shows that COVID-19 had an unusually intense impact on the long term care community. Cases among nursing home...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
In drafting restrictive covenants, acquiring companies should be aware that courts may not necessarily uphold, or even "blue pencil" (revise overbroad restrictive covenants), restrictive covenants imposed on sellers in an...more
Market Trends: What You Need to Know - One of the most pronounced practice-related trends in private company merger and acquisition transactions is the near-disappearance of target legal opinions as a closing deliverable. ...more
Roma Landmark Theaters, LLC v. Cohen Exhibition Co., LLC, C.A. No. 2019-0585-PAF (Del. Ch. Sept. 30, 2020) - In Roma Landmark Theaters, the parties’ purchase agreement contained a framework for post-closing price...more
There is a significant likelihood that M&A transactions in the next year may involve PPP loans. Here are several deal components that should be considered in light of PPP....more
There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more
• The most common post-sale dispute involves determining the working capital of the sold business. • In planning for the sale, the parties should agree on what is a normal working capital amount, as well as the elements of...more
...The sale process doesn’t happen overnight, and there are many things before the sale that can greatly impact the sale. However, positioning your business in the best possible ways for sale has a wide range of meaning....more
Every transaction to some extent is based on trust. At least a buyer trusts that a seller is not actively trying to defraud him. But, when is that trust reasonable? That question is important because a buyer claiming fraud...more
The Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more
We were pleased to have record-breaking attendance at our annual Healthcare & Life Sciences Private Equity and Lending Conference. The deep-dive discussions into various sectors, and on the industry and deal-making generally,...more
In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more