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
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
A “sandbagging” provision, sometimes referred to as a “pro-sandbagging” provision,) in an M&A agreement such as an—asset purchase agreement, stock purchase agreement, or merger agreement—states that a buyer's remedies against...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
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 merger and acquisition (“M&A”) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. The scope and detail of these...more
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
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
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
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
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
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 -
Over the past several years:
An express right, or obligation, of sellers to update disclosure schedules between signing and closing is becoming less common; instead, more M&A...more
Market Trends: What You Need to Know -
RWI is an increasingly important feature of private company merger and acquisition transactions. Every other year since 2005 the ABA has released its Private Target Mergers 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:
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 Point Studies:
The use of separate escrows for purchase price adjustments has been...more
Market Trends: What You Need to Know -
As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies:
In 2021, 10% of the merger and acquisition purchase agreements covered by...more