Investment Management Update – Exit Strategies
Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more
Purchase agreements customarily contain provisions for resolving certain disputes by referring them to a third-party neutral decision-maker outside of litigation. For example, disputes over purchase price adjustments are...more
As part of its bankruptcy filing, Lordstown sued its strategic partner, Taiwan’s Foxconn, for allegedly setting in motion the circumstances that drove Lordstown into bankruptcy. Lordstown’s lawsuit teaches valuable lessons. ...more
The 1970s rock band The Eagles had a verse in their hit Hotel California: “You can check-out anytime you’d like, but you can never leave.” While Amazon sellers do not face quite the same predicament envisioned by the...more
Pavel Menn v. ConMed Corp., C.A. No. 2017-0137-KSJM (Del. Ch. June 30, 2022) - Plaintiff was a representative of stockholders who had entered into a stock purchase agreement (“SPA”), in which the defendant acquired a...more
Delaware Clarifies “Pro-Sandbagging” Stance by Mark Tarallo and Mary Moran In almost every M&A transaction, the parties spend some time discussing (if not heavily negotiating) the right of the buyer to bring claims against...more
Hologram, Inc. v. Caplan, C.A. No. 2021-0736-KSJM (Del. Ch. Dec. 14, 2021) - The Court of Chancery issued a preliminary injunction barring arbitration because the parties had never reached an agreementthat included...more
When entering into a stock purchase agreement or asset purchase agreement, both the purchasers and the sellers should be mindful that no matter how straightforward the transaction may seem, it is always possible that a...more
You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more
Online Healthnow, Inc. et al v. CIP OCL Investments, LLC et al considers whether certain indemnification limits violate the public policy of the State of Delaware....more
When determining whether to uphold an indemnification provision that carved out an exception for only deliberate fraud, the Delaware Supreme Court recently explained in Express Scripts, Inc. v. Bracket Holding Corp., ___ A.3d...more
Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all of its stock (the “Transaction”) in its wholly owned subsidiary, Deluxe Media...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies - Inclusion of damage mitigation provisions in merger and acquisition...more
Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....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
In a dispute between WEX (Inc.) (“WEX”) and the shareholders (the “Sellers”) of eNett International (Jersey) Limited (“eNett”) and Optal Limited (“Optal”), following an expedited trial on a number of preliminary issues, the...more
The novel coronavirus (COVID-19) has already proven to have profound social, political and economic effects on the world, impacting nearly every continent, community and business sector. With the growing uncertainty about...more
P&TI Acquisition Co. v. Morgenthaler Partners VII, LP, C.A. No. N18C-08-059 AML CCLD (Del. Super. May 9, 2019). Plaintiff P&TI Acquisition Co. brought a breach of contract action asserting that Defendants violated a 2012...more
European Leveraged Finance Alert Series: Issue 3, 2019 - Investors in high yield debt expect protections to be included in documentation in order to prevent bond issuers from taking certain actions that deteriorate credit...more
This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. The update contains brief summaries of each decision with links to more robust discussions. ...more
On October 29, 2018, Chancellor Andre G. Bouchard of the Delaware Court of Chancery entered final judgment on counterclaims seeking to enforce covenants in a stock purchase agreement requiring the buyers to remit certain tax...more
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
A recent court case from Missouri’s Eastern District Court of Appeals provides insight on the intersection of declaratory judgments, legal damages, and equitable relief, particularly in disputes over complicated business...more
Amid a growing number of high-profile corporate data breaches, cybersecurity is now a key issue for strategic acquirers. Thehack of Yahoo, which came to light midway through its 2016 takeover by Verizon, resulted in a US$350...more
What does the contractual term “voting power” mean? Does it refer only to the power to elect corporate directors, or does it refer to the power to vote on any fundamental matter of corporate governance? Is voting power an...more