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Acquisitions › Escrow Accounts

Procopio, Cory, Hargreaves & Savitch LLP

Eleven Concepts Business Teams Need to Know About Indemnification and Protection in Private Company M&A: Cutting Through the...

Procopio, Cory, Hargreaves & Savitch LLP on

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

Stevens & Lee

Planning for 2025: Track Your Post-Closing Obligations for Health Care Transactions

Stevens & Lee on

While the new year presents an opportunity for businesses to look forward and set goals for performance in 2025, former owners of medical practices or other health care-related businesses who sold their enterprises in 2024...more

Whiteford

Private Company M&A – Rep & Warranty Insurance: A “Zero-Liability” Promised Land for Sellers?

Whiteford on

Representation & Warranty Insurance (“RWI”) is specialty insurance coverage purchased for M&A deals which provides third-party insurance coverage for certain breaches of the Seller’s representations and warranties in the...more

Goodwin

Adjustment Escrows in M&A: Why the 1% Rule Doesn’t Always Apply

Goodwin on

What is the typical size of an adjustment escrow? A common rule of thumb is 1% of overall deal value, but the size varies depending on deal value and the underlying characteristics of the business (including the net working...more

Amundsen Davis LLC

Indemnification Escrow Accounts – What Are They and How Should They Be Used?

Amundsen Davis LLC on

Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for...more

Holland & Knight LLP

What Representations & Warranties Insurance Can Do for Your M&A Deals in Latin America

Holland & Knight LLP on

In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more

White & Case LLP

SPACs and De-SPAC Transactions in the UAE

White & Case LLP on

In January 2022, the Securities and Commodities Authority of the United Arab Emirates ("SCA") passed decision No. (1/TM) of 2022 on the Regulations on Special Purpose Acquisition Companies ("SPACs") ("Decision"). The Decision...more

White & Case LLP

Escrow arrangements in high yield bond transactions – a deep dive into the mechanics, benefits and key considerations

White & Case LLP on

European Leveraged Finance Client Alert Series: September 2021 - White & Case explores the use of escrows in the leveraged finance market, offering issuers and investors practical guidance on the mechanics, protections and...more

King & Spalding

SBA Change in Ownership Approval Guidance

King & Spalding on

SBA Releases Guidance Addressing Corporate Mergers and Acquisitions in the Context of Paycheck Protection Program Loans - Many clients have been asking about the impact of a Paycheck Protection Program (PPP) Loan and the...more

Partridge Snow & Hahn LLP

SBA Issues Guidance on Treatment of PPP Loans in Mergers and Acquisitions

Partridge Snow & Hahn LLP on

On October 2, 2020, the SBA issued guidance under a procedural notice (the “Notice”) providing information concerning the required procedures for changes of ownership of an entity that has received a Payroll Protection...more

King & Spalding

Tokyo Dispute Resolution & Crisis Management Newsletter – January 2017

King & Spalding on

Managing Risks in Acquisitions from Financially Challenged Sellers in the Resources & Energy Sector - Low Commodity Prices - After a decade long boom in the resources and energy sector, prices across almost all...more

Snell & Wilmer

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

Snell & Wilmer on

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

King & Spalding

Managing Risks in Acquisitions from Financially Challenged Sellers in the Resources & Energy Sector

King & Spalding on

Impact of Low Commodity Prices - After a decade long boom in the resources and energy sector, prices across almost all commodities declined from 2012, with particularly sharp declines during 2015 and into 2016, as supply...more

McNees Wallace & Nurick LLC

Smart Selling And Buying: 5 Main M&A Pitfalls to Avoid

McNees Wallace & Nurick LLC on

Marcellus Shale drilling was taking off, and the owner of an oil and gas service company fielded a buyout offer from a Wall Street private equity firm. Golden opportunity, right?...more

Miles & Stockbridge P.C.

Maryland Corporate Law Update – 2015

Miles & Stockbridge P.C. on

In the 2015 legislative session, the Maryland General Assembly implemented several useful changes to the Maryland General Corporation Law (the “MGCL”). House Bill 522 (now Chapter 526 of 2015 Session Laws and referred to...more

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