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The Importance of Drafting Precise Earnout Provisions in M&A Transactions

In spring 2019, Pacira Biosciences, Inc. (Pacira) acquired MyoScience, Inc. (MyoScience). At the time of the merger, MyoScience only had one product, called “iovera,” which is a handheld device used primarily for pain relief....more

The Duty of Directors and Officers to Respond to Red Flags

The duty of oversight requires directors to (1) make a good faith effort to ensure that their corporations have proper reporting systems in place, and (2) take action to address red flags that indicate potential corporate...more

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