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
By including a jury trial waiver in an M&A purchase agreement, the parties agree to waive their rights to a jury trial in any dispute under the M&A agreement. Jury trial waivers may also extend to disputes under all of the...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
According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Point Studies, the use of stand-alone indemnities in reported private company M&A transactions has increased from 69% in its 2007...more
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
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 -
“Sandbagging” concepts are often the subject of intense negotiation in M&A transactions. Inclusion of pro-sandbagging clauses within M&A purchase agreements has been on the decline,...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:
Express non-reliance provisions are increasingly common in merger and...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 damage mitigation provisions in merger and acquisition...more
Market Trends: What You Need to Know -
As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, over the past twelve or so years, inclusion of jury trial waivers in...more
Market Trends: What You Need to Know -
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...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 nine ABA studies (2005-2021), indemnity caps have declined as a...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
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 by Bloomberg Law....more
Market Trends: What You Need to Know -
Based on the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies:
Purchase price adjustments continue to be commonplace in M&A agreements. In the...more
Market Trends: What You Need to Know -
“Sandbagging” concepts are often the subject of intense negotiation in M&A transactions. Inclusion of pro-sandbagging clauses within M&A purchase agreements has been on the decline,...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