Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more
9/16/2024
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Buyers ,
Contract Drafting ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Material Adverse Effects ,
Materiality ,
Merger Agreements ,
Purchase Agreement ,
Sellers
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
9/16/2024
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Balance Sheets ,
Buyers ,
Contract Drafting ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
GAAP ,
Liability ,
Merger Agreements ,
Popular ,
Purchase Agreement ,
Representations and Warranties ,
Sellers
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more
9/16/2024
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Buyers ,
Contract Drafting ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Merger Agreements ,
Purchase Agreement ,
Representations and Warranties ,
Sellers
Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties...more
In M&A purchase agreements, the parties may stipulate certain non-judicial means for dealing with claims under the agreement (e.g., arbitration or mediation). These ADR provisions will govern how disputes between the parties...more
In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...more
In M&A transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties and related indemnification covenants....more
In all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms. In addition to relying...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
9/9/2024
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Buyers ,
Contract Drafting ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Merger Agreements ,
Popular ,
Purchase Agreement ,
Representations and Warranties ,
Sellers
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
Market Trends: What You Need to Know -
As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies:
Inclusion of either 10b-5 or “full disclosure” representations in merger...more
Market Trends: What You Need to Know -
According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Points Studies, the use of stand-alone indemnities in reported private company M&A...more
Market Trends: What You Need to Know -
As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies:
“Knowledge” is now almost always defined in private company...more
Market Trends: What You Need to Know -
As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies:
Indemnity escrows are consistently seen in about two-thirds or more of...more
Market Trends: What You Need to Know -
As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies:
Over the time period covered by the nine studies (2005-2021), the level of...more
8/23/2022
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Basket Transactions ,
Contract Drafting ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Indemnity Agreements ,
Merger Agreements ,
Purchase Agreement ,
Representations and Warranties
Market Trends: What You Need to Know -
As shown in the American Bar Association’s Private Target Mergers and Acquisitions Deal Points Studies: -
Compliance with laws representations are almost always, barring highly...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
Market Trends: What You Need to Know -
As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies...
Originally Published in Bloomberg Law - February 2021....more
2/17/2021
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Balance Sheets ,
Buyers ,
Carve Out Provisions ,
Contract Drafting ,
Contract Terms ,
Corporate Sales Transactions ,
GAAP ,
Liability ,
Merger Agreements ,
Purchase Agreement ,
Sellers