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Morgan Lewis

Russia Considers Limiting Repurchase Rights of Foreign Investors Who Exited After February 2022

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The Russia-Ukraine ceasefire and peace negotiations remain uncertain, the European Union and United Kingdom are considering more sanctions against Russia, and the US administration’s next steps are unclear. Anticipating...more

Morrison & Foerster LLP - Government...

Ongoing FAR Overhaul: Market Research and the New FAR Part 10

The latest part of the Federal Acquisition Regulation (FAR) to undergo a rewrite is FAR Part 10, which addresses market research for acquisitions. The General Services Administration has already adopted the new Part 10 via...more

Goodwin

Crafting a Competitive LOI in Lower Middle Market M&A

Goodwin on

In the lower middle market — typically deals between $10 million and $100 million — the letter of intent (LOI) serves as a pivotal document that sets the tone for the transaction, shapes the seller’s expectations, and...more

Foley & Lardner LLP

Lost in Translation: Key Deal Points in European vs. U.S. M&A Transactions

Foley & Lardner LLP on

After two decades practicing law in Silicon Valley and five formative years working on cross-border deals in Europe, I’ve come to appreciate the subtle (and not-so-subtle) differences in how merger and acquisition (M&A)...more

Mintz - Employment Viewpoints

Mintz On Air: Practical Policies – When Should You Hire an Employment Lawyer?

In the latest episode of the Mintz on Air: Practical Policies podcast, Member Jen Rubin discusses with colleague and Member Andrew Bernstein when the best time is to hire an employment lawyer. This episode is part of a series...more

White & Case LLP

Key Insights from the LSTA and DealCatalyst 4th Annual Private Credit Industry Conference on Direct Lending

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On May 12 and 13 2025, the Loan Syndications and Trading Associations held its fourth annual private credit industry conference in Nashville, Tennessee—the speakers of which included industry professionals from direct lending...more

Fenwick & West LLP

Buy-Side M&A Playbook: The Term Sheet - Defining Your Aerospace & Defense Deal

Fenwick & West LLP on

This article is part of Fenwick's "Buy-Side M&A Playbook" series, published as part of the Silicon Valley Defense Group's Industry Collaboration Toolkit....more

Morris James LLP

Why Letters of Intent and Indications of Interest Should be Reviewed by an Attorney

Morris James LLP on

Receiving a Letter of Intent or Indication of Interest (LOI) from a prospective buyer often brings a sense of excitement and validation for a business owner because it signals that all the hard work, sacrifices, and...more

Offit Kurman

Strategies for Business Resilience in Uncertain Times

Offit Kurman on

In this week's episode of OK at Work, Sarah Sawyer and Russell Berger from Offit Kurman discuss the impact of current economic uncertainty on business transactions. They share insights on how businesses can protect...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Enforces Specific Performance and Forces Merger to Close

A recent decision of the Delaware Court of Chancery reinforces the importance of deal certainty, particularly when it comes to efforts-based covenants in merger agreements. In Desktop Metal Inc. v. Nano Dimension Ltd., the...more

Cadwalader, Wickersham & Taft LLP

Is Cash King? Deferred Consideration and Specie/in-Kind Transactions in the Context of Private Equity NAV Financings

Net asset value (NAV) facility documentation, at least in the context of private equity, has evolved to a large extent on the assumption that borrower funds will usually execute transactions in cash - paying cash on...more

Goodwin

Five Trends Reshaping Pharmaceutical Manufacturing Partnerships

Goodwin on

How CDMOs are reshaping pharmaceutical partnerships through friendshoring, risk-sharing economics, and specialized development capabilities. The pharmaceutical manufacturing landscape is undergoing a profound shift, with...more

Ankura

Strategic Transition Service Agreements: Ensuring Seamless Business Continuity in M&A Transactions

Ankura on

Transition Service Agreements (TSAs) play a critical role in acquisitions across various industries. These agreements outline the terms whereby the divested company pays (or receives payment from) the parent company for...more

Stradling Yocca Carlson & Rauth

Bridging the M&A Gap: Independent Counsel and Minority Shareholder Protection

When a private company is being sold, it is necessary for its minority shareholders to be mindful of protecting their own individual interests when diverging from the controlling shareholder’s interests. Because the...more

Paul Hastings LLP

A Victory for Deal Certainty: Reasonable Best Efforts Covenants Should be Taken Seriously

Paul Hastings LLP on

The recent decision of the Delaware Court of Chancery in Desktop Metal, Inc. v. Nano Dimension Ltd. and Nano USI I, Inc. provides valuable lessons for both sellers and buyers on deal certainty and reasonable best efforts...more

BakerHostetler

Methods To Allocate Tariff-Related Risks in M&A Agreements

BakerHostetler on

Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more

Pillsbury Winthrop Shaw Pittman LLP

Share Transfer Tripwire: Some Hidden Risks in Deed of Adherence Clauses

Certain provisions commonly found in joint venture and shareholder documentation for early-stage and investment companies are so ubiquitous that they are often accepted without negotiation or full consideration of their wider...more

Hahn Loeser & Parks LLP

Growing Your Closely Held Business Through Acquisition: Making the Winning Bid

Successful business owners know one tried-and-true method to grow and scale is through acquisition. In today’s competitive and complex marketplace, the competition is fierce for businesses with a proven track record and the...more

Sheppard Mullin Richter & Hampton LLP

Closing Time: Hell, High Water, and Insights from the Delaware Chancery Court Decision in Desktop Metal v. Nano Dimension

Cross-border M&A deals frequently present unique issues and strategic closing considerations for transaction parties to navigate—including national security approvals. In a recent Delaware Chancery Court decision, these...more

Sands Anderson PC

What to Know About Letters of Intent in Real Estate and Business Deals

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Thinking about selling your business or a piece of real estate? You’ll likely need to start with a Letter of Intent (LOI), so it is important to know the basics before you dive in....more

Proskauer - The Patent Playbook

The Crucial Role of Patent Due Diligence in Mergers & Acquisitions: Spotting Patent Litigation Risks Before Closing a Deal

In today’s rapidly evolving business landscape, mergers and acquisitions (“M&A”) remain a common strategic priority for companies aiming to grow, innovate, or strengthen their market position. However, the complexity of these...more

Latham & Watkins LLP

Recent Developments for UK PLCs - April 2025

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On 14 March 2025, the FCA published Primary Market Bulletin 54, which raised concerns around the leaking of inside information by individuals at a company or by its advisers on live M&A transactions. The FCA specifically...more

Mintz

Seller Considerations When Negotiating a Letter of Intent

Mintz on

Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as...more

Paul Hastings LLP

Ruling of the German Federal Labor Court on the Invalidity of Expiry Clauses in ESOP/VSOP - Applicability of the Ruling to MEPs

Paul Hastings LLP on

On March 19, 2025, the German Federal Labor Court ("BAG") ruled that clauses that qualify as general terms and conditions and stipulate that virtual option rights that are already vested at the time of termination of an...more

Foley & Lardner LLP

Clear Terms of Franchise Agreement Are Enforced Against Franchisee

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A recent federal court decision in T&T Management, Inc. v. Choice Hotels, Inc. underscores key contractual and operational considerations for franchisors. T&T filed suit in U.S. District Court for the District of Minnesota...more

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