The rapid expansion of data security and privacy laws and regulations — both in the United States and internationally — harbors the potential for substantial liability, with the consequence that cyber compliance has become an...more
12/30/2020
/ Cyber Insurance ,
Data Management ,
Data Mapping ,
Data Privacy ,
Data Security ,
Due Diligence ,
Personally Identifiable Information ,
Popular ,
Privacy Policy ,
Risk Mitigation ,
Vulnerability Assessments
The outbreak of the novel coronavirus disease 2019 (COVID-19) and the measures being taken at every level to contain the spread thereof is a rapidly evolving public health and humanitarian issue. Naturally, COVID-19 and its...more
3/19/2020
/ Acquisition Finance ,
Acquisitions ,
Buyers ,
Closing Documents ,
Coronavirus/COVID-19 ,
Domestic Dealmaking ,
Due Diligence ,
Financing ,
Global Dealmaking ,
Material Adverse Effects ,
Mergers ,
Negotiations ,
Purchase Price ,
Representations and Warranties ,
Sellers
Even as they make their investment, private equity investors are focused on their exit. A standard feature of an exit strategy is the set of drag-along rights embedded in a stockholder or similar agreement executed among...more
1/23/2020
/ Controlling Stockholders ,
Corporate Counsel ,
Corporate Sales Transactions ,
Delaware General Corporation Law ,
Exit Strategies ,
Investment ,
Investors ,
Minority Equity Investments ,
Private Equity ,
Private Equity Funds ,
Vested Rights Doctrine ,
Waivers
A year after Akorn v. Fresenius (Akorn case), the first Delaware case holding that a party was entitled to terminate a merger agreement based on a material adverse effect (MAE), the Delaware Court of Chancery, in Channel...more
1/9/2020
/ Boston Scientific ,
Breach of Contract ,
Buying a Business ,
Commercially Reasonable Efforts ,
Contract Drafting ,
Contract Negotiations ,
Contract Termination ,
Corporate Sales Transactions ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Fraud ,
Fresenius ,
Material Adverse Effects ,
Merger Agreements ,
Pharmaceutical Industry ,
Representations and Warranties ,
Threshold Requirements
Every few years, we conduct a survey of current private M&A deal terms. Since our previous Deal Points Study was conducted in 2015, we have reviewed an additional 93 private acquisition agreements for our new survey for...more