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Acquisitions › Asset Purchase Agreements › Mergers

Allen Barron, Inc.

Lack of Due Diligence During a Business Acquisition

Allen Barron, Inc. on

What risks are associated with a lack of due diligence during a business acquisition, asset purchase, stock purchase, or merger? How can due diligence make or break the success of any mergers and acquisitions transaction? ...more

Benesch

Earnout Held to Violate NY Fee Splitting Prohibition

Benesch on

A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more

Opportune LLP

Business Combinations vs Asset Acquisitions ...

Opportune LLP on

The classification of a transaction as either a business combination or an asset acquisition for financial reporting purposes has recently received greater attention. The differences between the two types of transactions can...more

Mintz - Bankruptcy & Restructuring Viewpoints

In re Weinstein and Mallinckrodt: Implications for Royalty Financings, M&A Earn-Outs, and Other Transactions Involving Future...

Mintz - Bankruptcy & Restructuring Viewpoints on

Deal structure matters, particularly in bankruptcy. The Third Circuit recently ruled that a creditor’s right to future royalty payments in a non-executory contract could be discharged in the counterparty-debtor’s bankruptcy....more

McDermott Will & Emery

Court Denies FTC Bid to Halt Novant-CHS Deal

McDermott Will & Emery on

On June 5, 2024, the US District Court for the Western District of North Carolina denied the Federal Trade Commission’s (FTC) petition to enjoin Novant Health Inc.’s (Novant) acquisition of Community Health Systems Inc.’s...more

Morris James LLP

Chancery Finds Asset Purchase Agreement Required Buyer to Indemnify Seller for Liability Under State Tobacco Settlement

Morris James LLP on

ITG Brands LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Sept. 30, 2022) - Plaintiff acquired four cigarette brands from the defendant under an asset purchase agreement. Prior to entering into the APA, the...more

CDF Labor Law LLP

[Webinar] Tackling Key California Labor and Employment Law Issues in Acquisitions & Mergers - August 30th, 9:30 am - 11:00 am PT

CDF Labor Law LLP on

CDF Labor Law LLP presents an interactive panel discussion that will cover California transactional and employment law issues triggered by mergers and acquisitions. Richard Weintraub, of Weintraub Law Group, will share his 40...more

Hogan Lovells

Level 4 Yoga v. CorePower Yoga: COVID-19 shutdown not grounds for asset purchase repudiation - Corporate / M&A Decisions update...

Hogan Lovells on

In Level 4 Yoga, LLC v. CorePower Yoga, LLC, C.A. No. 2020-0249 (Del. Ch. March 1, 2022), the Delaware Court of Chancery granted Level 4, the owner of franchised yoga studios, an order of specific performance and compelled...more

Barnea Jaffa Lande & Co.

A Share Deal or An Asset Deal in Israeli Mergers & Acquisitions?

Barnea Jaffa Lande & Co. on

You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more

Goodwin

Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition

Goodwin on

Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more

Bass, Berry & Sims PLC

COVID-19 and Material Adverse Change: M&A and Financing Considerations

Bass, Berry & Sims PLC on

The novel coronavirus (COVID-19) has already proven to have profound social, political and economic effects on the world, impacting nearly every continent, community and business sector. With the growing uncertainty about...more

Pillsbury Winthrop Shaw Pittman LLP

Government Contractor M&A Deals Beware

Pillsbury Winthrop Shaw Pittman LLP on

Recent Government Accountability Office (GAO) protest decision on standing holds key implications for government contract asset deals. GAO held that contractor who had sold relevant contract assets to another company...more

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