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Wyrick Robbins Yates & Ponton LLP

Mechanics and Advantages of Reverse Triangular Mergers

In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax...more

Davies Ward Phillips & Vineberg LLP

“Con Ed” Damages in Canadian Public M&A: Revisiting Cineplex v Cineworld in Light of Recent Delaware Case Law

What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more

Cooley LLP

What is a ‘Drag-Along’?

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You’ve just received a term sheet for your Series A financing, and it mentions a “drag-along.” What does this mean, and should you be concerned about it?...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Summer 2023

Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in...more

Foley & Lardner LLP

Cultural Alignment in Mergers and Acquisitions: The Key to Successful Integration

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The iconic management theorist Peter Drucker made famous the notion that “culture eats strategy for breakfast.” In other words, the culture of your company is correlated more closely to your company’s ultimate value and...more

DarrowEverett LLP

How Renewable Energy Developers Can Maximize ITC Value In Deal-Making

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On August 16, 2022, President Joe Biden signed into law the Inflation Reduction Act of 2022 (the “Act”). Among other things, the Act has notable consequences for the renewable energy industry, including restoring the...more

Bennett Jones LLP

Ten Takeaways for Private M&A Sellers and Buyers in Canada from Recent Court Decision

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A private M&A purchase agreement customarily includes extensive representations and warranties and indemnification provisions. Post-closing, if the buyer alleges a breach of those provisions claiming significant damages, and...more

White & Case LLP

Notable decisions from Delaware courts

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Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more

A&O Shearman

Distressed or insolvent M&A: navigating the pitfalls and opportunities

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Opportunities to acquire distressed or insolvent businesses look set to accelerate later this year. What should buyers be thinking about? One of the surprising features of the pandemic, given the damage it has caused to...more

Goodwin

Proposals To Scrutinise Pre-Pack Administration Sales To Connected Parties

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On 8 October 2020 the UK Government published draft regulations which were intended to regulate and scrutinise pre-pack sales to connected parties. The regulations required that, in relation to a sale of all or substantially...more

Skadden, Arps, Slate, Meagher & Flom LLP

Q&A: Directors’ Delaware Law Questions During the Pandemic

Skadden partner Edward Micheletti, who heads the litigation practice of the firm’s Wilmington office, answers common Delaware law questions facing boards of directors during the COVID-19 crisis....more

Skadden, Arps, Slate, Meagher & Flom LLP

The Tax Cuts and Jobs Act’s Impact on Cross-Border Transactions

Two years after the enactment of the Tax Cuts and Jobs Act (TCJA), the most significant tax reform enacted in a generation, taxpayers continue to encounter substantial uncertainty arising from interpretations of new statutory...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

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We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

Seyfarth Shaw LLP

Securities and Corporate Governance Litigation Quarterly

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Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Cadwalader, Wickersham & Taft LLP

Delaware Court Confirms High Bar To Escape Deal

Two recent Delaware Chancery Court opinions, issued on October 25 and November 9, 2013, illustrate the high bar that buyers and sellers must clear to escape an unfavorable deal or obtain a court order requiring a deal to...more

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