News & Analysis as of

Stock Purchase Agreement Stocks

Opportune LLP

Oil & Gas Valuation: 5 Questions to Ask When Stock Is Used As Consideration

Opportune LLP on

Over the last several years, an acquiring company’s stock has become a more commonly used currency in upstream oil & gas merger and acquisition transactions. This trend can be attributed to its benefits, such as providing...more

Opportune LLP

Oil & Gas Valuation: 5 Things To Consider When Stock Is Used As Consideration

Opportune LLP on

Here are five concepts to keep in mind when utilizing stock as a form of consideration in an oil and gas transaction....more

Morris James LLP

Delaware Superior Court Distinguishes Between Affirmative and Negative Covenants in Earnout Dispute

Morris James LLP on

Quarum v. Mitchell Int’l, Inc., C.A. No. N19C-03-087 AML CCLD (Del. Super. Jan. 21, 2020). Under Delaware law, parties may structure covenants in an earnout agreement as affirmative (mandating action) or negative...more

White and Williams LLP

Delaware Chancery Court Provides Guidance on Prior Material Breach and Set-Offs

White and Williams LLP on

The Delaware Chancery Court recently reaffirmed several important contract interpretation principles in Post Holdings, Inc. v. NPE Seller Rep LLC, Civil Action No. 2017-0772-AGB. The case highlights the fact that a party...more

Fenwick & West LLP

Impact of Tax Reform on the Purchase and Sale of Controlled Foreign Corporations — Selected Considerations

Fenwick & West LLP on

The application of §1248 and §338(g) in the context of the purchase or sale of a controlled foreign corporation (CFC) has long been one of the most complex areas of the tax code. The recently enacted tax reform act — herein,...more

McCarter & English, LLP

Delaware Law Updates—The Court of Chancery Deviates from Some Recent Appraisal Decisions and Gives “100 Percent Weight” to the...

In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more

Polsinelli

Small Business Investors Can Save Big with New IRS Code Amendments

Polsinelli on

Recent amendments to the Internal Revenue Code of 1986 (the Code) have significantly expanded the opportunity for tax savings under Section 1202. Section 1202, which was originally added to the Code in 1993, provides relief...more

Holland & Knight LLP

Fifth Circuit Decision Includes Important Holdings for ESOP Fiduciaries

Holland & Knight LLP on

The U.S. Court of Appeals for the Fifth Circuit affirmed on May 3, 2016, the holdings of the U.S. District Court for the Southern District of Mississippi on numerous issues involving the sale of closely held stock from a...more

CMCP - California Minority Counsel Program

OMNICARE and its Implications

In the spring of this year, the Supreme Court issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), resolving a circuit split regarding the...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Cases: Good Faith, Non-Reliance and Fiduciary Duties

Last week, in American Capital Acquisition Partners, LLC v. LPL Holdings, Inc. (February 3, 2014), the Delaware Court of Chancery, in connection with a disputed earnout provision, allowed a claim for breach of the implied...more

10 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide