FCA Implications for M&A Transactions
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Mergers and Acquisitions - Key Issues in Today's M&A Deals
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
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
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
Buyers and sellers of real property anticipate some tax consequences from a real estate transaction, but typically these concerns are limited to federal income tax implications. The reality is that most states impose various...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
Be you a merger and acquisition attorney, corporate compliance officer, or counsel to an acquiring entity or target entity, you should review the Department of Justice’s new Merger and Acquisition Safe Harbor Policy...more
By now, many of you may have heard of the Corporate Transparency Act (“CTA”) and how it may increase compliance costs for many of your businesses in 2024. In brief, beginning January 1, 2024, the CTA will require foreign...more
After steadying during Q2, it appears the overall volume of deals in the healthcare industry declined in Q3 compared with Q2, and year-to-date 2023 is still down from last year. A slumping economy has no doubt played a large...more
UK & European Financial Services M&A: Sector trends H2 2022 | H1 2023 — Banks - Top 3 drivers of UK and European bank M&A in the past 12 months: - Regional & domestic consolidation across Europe: >50 domestic bank...more
Three federal judges in the Southern District of New York sit at the center of the long-running battle between the SEC and the crypto industry, overseeing cases that may eventually bring clarity to the industry. After two...more
On July 13th, Judge Analisa Torres of the United States District Court for the Southern District of New York entered an order that was quickly celebrated by the crypto world (SEC v. Ripple Labs, Inc., No. 20CIV10832ATSN;...more
The U.S. Securities and Exchange Commission (“SEC”) is paying considerable attention to the world of cryptocurrency (“crypto”). According to the SEC website, the SEC has brought more than 50 enforcement actions against crypto...more
During this session, Gregory Metz, partner and co-head of McDermott’s Private Equity Practice Group, and Partner Michael McStay moderated a panel that discussed current issues and trends in purchase agreement negotiations and...more
The consumer and retail industry has experienced a rapid growth in the use of new technologies, as both online businesses and brick-and-mortar sellers converge into multi-channel players and compete for customers and for...more
Circuits Split Over Whether Targeting Is Necessary for Seller Liability - Key Points - - While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more
It is well known that insider trading—the practice of buying and selling stocks, bonds, or other securities based on material, non-public information—is unlawful. For that reason, many companies have compliance programs and...more
Propy has announced that the second U.S. NFT-backed property (see our blog about the first NFT sale here in which we discussed blockchain technology, and specifically how the sale works) is set to be auctioned, with a...more
On February 10, 2022, the first NFT-based property was bought through an auction on Propy, a blockchain-focused real estate company. The Florida home was sold for $653,163 worth of Ether, and the home’s property rights were...more
The U.S. Securities and Exchange Commission (SEC) recently issued proposed amendments to the Securities Exchange Act (the “Exchange Act”) that would significantly broaden the definition of “exchange” for purposes of...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER COSTA RICAN LAW - General - Real estate law in Costa Rica is governed by the principles established in the Costa Rican Civil Code for acquiring, selling and in any way disposing...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ARGENTINIAN LAW - I. INTRODUCTION. Below you will find a brief outline of the legal regulation of the acquisition of real estate property in Argentina, which is mainly governed...more
As the real estate market continues its strong showing, many frustrated buyers are turning to “love letters” in an attempt to sway sellers into taking their offer over other competing bids. While pulling at the heartstrings...more
Unlike in litigation, most parties to an M&A transaction are actively working towards a shared, overarching goal. Namely, they both want to get the deal done expeditiously. However, it would be a mistake to assume that the...more
The new Presidential administration has set off a renewed emphasis on sustainability and climate change. While owners and other stakeholders involved in New York City real estate have been grappling with many of these issues...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