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Acquisitions Indemnification

Husch Blackwell LLP

Michigan Issues Updated Guidance on Successor Liability

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The Michigan Department of Treasury recently issued updated guidance addressing successor liability in response to Mertz v. Dep’t of Treasury [Dkt. No. 365480 (June 13, 2024)], a recent case before the Michigan Court of...more

BakerHostetler

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

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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

Mintz

Seller Considerations When Negotiating a Letter of Intent

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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

Woodruff Sawyer

R&W Insurance: What to Know About Sell-Side Policies

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We’ve recently received a handful of inquiries regarding the placement of sell-side reps and warranties insurance (RWI) policies. Given the relative rarity of these policies compared to their buy-side counterparts, we felt a...more

Procopio, Cory, Hargreaves & Savitch LLP

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

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

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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

Amundsen Davis LLC

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

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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

Williams Mullen

[Webinar] M&A Series: The Latest Trends in Middle-Market M&A - April 16th, 11:00 am - 11:15 am EDT

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Please join Williams Mullen attorneys Jon Bliley and Rakesh Parikh as they discuss the latest trends in middle-market M&A, touching on several topics, including rep & warranty insurance and indemnification....more

Holland & Knight LLP

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

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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

PilieroMazza PLLC

FCA Implications for M&A Transactions

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In mergers and acquisitions, the False Claims Act is an important consideration that both buyers and sellers need to address, particularly if the target company is the focus of an FCA investigation. It’s also important for...more

PilieroMazza PLLC

[Webinar] FCA Implications for M&A Transactions - July 26th, 2:00 pm - 3:00 pm EDT

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In mergers and acquisitions, the False Claims Act is an important consideration that both buyers and sellers need to address, particularly if the target company is the focus of an FCA investigation. It’s also important for...more

PilieroMazza PLLC

[Webinar] FCA Implications for M&A Transactions - June 29th, 2:00 pm - 3:00 pm ET

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In mergers and acquisitions, the False Claims Act is an important consideration that both buyers and sellers need to address, particularly if the target company is the focus of an FCA investigation. It’s also important for...more

Hogan Lovells

Arwood v. AW Site Services: Delaware Chancery Court declares Delaware ‘pro sandbagging’ - Corporate / M&A Decisions update series

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In Arwood v. AW Site Services LLC, C.A. No. 2019-0904-JRS (Del. Ch. March 9, 2022), the Delaware Court of Chancery held that “Delaware is a ‘pro-sandbagging jurisdiction,’” meaning that, absent a provision to the contrary, an...more

Williams Mullen

[Webinar] M&A Webinar Series: Key Considerations for Insurance Brokerage Transactions - April 19th, 11:00 am - 11:15 am EST

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Insurance brokerage deals surged in Q4 2021 and have continued to remain at peak levels throughout Q1 2022. Our team at Williams Mullen handled more than 50 of these transactions in the past two years alone, and, in doing so,...more

Chambliss, Bahner & Stophel, P.C.

Mergers and Acquisitions - Key Issues in Today's M&A Deals

From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care,...more

PilieroMazza PLLC

Purchase Agreement Components, Part 2: Indemnification Provisions

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In an acquisition, particularly an equity acquisition, a buyer must perform extensive due diligence on the target company to understand, as thoroughly as possible, the risks associated with the acquisition. In most cases,...more

Perkins Coie

Giving Value to Representations and Indemnifications in Distressed Transactions

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Indemnification obligations are used to allocate risk between a buyer and a seller in nearly all mergers and acquisitions transactions. In an acquisition of a distressed company or its assets, however, the seller may not be...more

Williams Mullen

[Webinar] The Intersection of Rep & Warranty Insurance and Delayed Closings - December 10th, 11:00 am ET

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Join Williams Mullen Partners Jon Bliley and Hal Johnson as they discuss the issues that may arise should you face a transaction with a delayed closing where a rep and warranty policy is the buyer’s sole source of...more

Miller & Martin PLLC

BIZ BITS: Avoiding Foot-faults and Other Unnecessary Deal Risk

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In this blog post, Miller & Martin attorney David Spiller addresses how seemingly minor deal faults have the potential to impact transaction outcomes in a major way. As an avid “club” tennis player, meaning that when I...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Bracewell LLP

Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New...

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On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Orrick, Herrington & Sutcliffe LLP

Antimonopoly Law Considerations and Risk Management in Connection with M&A Transactions - Assessing Competition Risks in...

Introduction: Allocation of antitrust risk is an issue that frequently arises between parties in mergers or acquisitions that raise potential antitrust concerns. • Motivations of the buyer and the seller are the...more

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