What's Important to Get Right in the Term Sheet?
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Tax Provisions in Business Acquisition Agreements
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts
AT A GLANCE - The Delaware Chancery Court has issued a notable opinion that confirms Delaware’s position as a pro-sandbagging jurisdiction and clarifies when damages may be computed using a transaction multiple. We...more
Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more
A side letter in the venture capital sector is an agreement between an investor and the company it is investing in that entitles the investor to certain contractual rights, which supplement and are in addition to other rights...more
In Sjunde AP-Fonden v. Activision Blizzard, Inc., the Delaware Court of Chancery refused to dismiss claims against Activision Blizzard, Inc. (the company) and its board of directors (the board) that the board had violated,...more
A flexible provision raises questions for buyers and sellers alike. Given the uncertain economic climate of 2023, parties are increasingly turning to earnouts to bridge valuation gaps. As shown by Goodwin’s Private Equity...more
COVID-19 has created unparalleled uncertainty for nearly all businesses since companies are unable to predict when and how businesses and consumers will resume buying their goods and services. This unpredictability has made...more