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Acquisitions › Share Purchase Agreements

Goodwin

Practical Takeaways from the Recently Published EU Foreign Subsidies Decision in Case FS.100011 - e&/PPF

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The European Commission has released the full, non-confidential text of its decision in Case FS.100011 – e&/PPF, marking a watershed moment under the EU Foreign Subsidies Regulation (FSR). This is the first case to be cleared...more

Bennett Jones LLP

ONSC Denies Claim for Acceleration of Earn-Out Payment

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The Ontario Superior Court of Justice recently released its decision in Project Freeway Inc. v ABC Technologies Inc. (2025 ONSC 1048), addressing whether certain post-closing transactions triggered the acceleration of an...more

McDermott Will & Emery

[Event] Private Equity Boot Camp 2023 - November 9th, Munich, Germany

McDermott Will & Emery on

We cordially invite you to our Private Equity Boot Camp in Munich this year. Experienced speakers from our Firm will train you and your colleagues during a workshop and provide legal and tax basics for the successful...more

Barnea Jaffa Lande & Co.

District Court: Changing a Business Model after Purchasing Company Shares Does not Always Constitute a Tax Event

Barnea Jaffa Lande & Co. on

In May 2022, the Tel Aviv District Court issued an important ruling in the Medingo Ltd case on the tax aspects of business restructuring. This ruling joins a series of previous rulings, in the Gteko case and the Broadcom...more

Tarter Krinsky & Drogin LLP

Part 1: What You Need to Know About Amazon FBA Asset Purchase Agreement

Tarter Krinsky & Drogin LLP on

In the U.S., most transactions involving the purchase of an Amazon FBA business involve the purchase of the business’ assets as opposed to the entirety of the business. These transactions are known as asset purchase deals and...more

McDermott Will & Emery

EU General Court Clarifies Rules on Gun Jumping

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On September 22, 2021, the EU General Court (GC) upheld a decision from the European Commission (Commission) by which it fined telecommunications operator Altice for gun jumping (T-425/18, Altice Europe v Commission). In...more

Hogan Lovells

Snow Phipps Group v. KCAKE Acquisition: DE addresses MAE based on COVID-19 impact

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In Snow Phipps Group, LLC v. KCAKE Acquisition, Inc. (C.A. No. 2020-0282-KSJM), the Delaware Court of Chancery ordered specific performance of a US$550 million acquisition, rejecting the buyer’s argument that the impact of...more

Latham & Watkins LLP

Tackling “Long COVID” in PE Acquisitions - 4 Symptoms for Dealmakers to Examine and Treat

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From potential cartel behaviour to repaying government loans, deal teams should remain alert to lingering issues rooted in a company’s response to the pandemic. The recovery of the European PE market since the early days of...more

Faegre Drinker Biddle & Reath LLP

M&A Dispute Provides Rare Glimpse Into English Courts’ Approach to Breach of Warranty Claims

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English M&A counsel are often heard telling their clients that breach of warranty claims will likely settle out of court. This certainly seems to have been the case in the past, and we are all aware of the paucity of binding...more

Skadden, Arps, Slate, Meagher & Flom LLP

WEX Win Interpreting COVID-19 Material Adverse Effect Shows M&A Drafting Traps

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On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more

Barnea Jaffa Lande & Co.

Israeli M&A players take note, the Warranty & Indemnity (W&I) Insurance market has matured

Barnea Jaffa Lande & Co. on

We have seen continued increase in the use of W&I insurance, particularly in Private Equity backed deals, and across the spectrum of transaction sizes. Insurance limits placed globally by Marsh in 2019 grew by 51% from 2018,...more

Latham & Watkins LLP

No-Poach Prosecutions: A Growing Problem for M&A Deal Teams?

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M&A deal teams should take note of heightened scrutiny of HR and employment practices by antitrust enforcers in the US and Europe. No-poach, non-solicitation, and wage-fixing agreements - arrangements between companies...more

White & Case LLP

How the 2019 Arbitration Rules of the Milan Chamber of Commerce May Impact Italian M&A Disputes

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The Italian M&A market experienced positive growth in both domestic and cross-border transactions over recent years, with the number and value of deals steadily increasing, especially since 2017. While neither sellers nor...more

Orrick, Herrington & Sutcliffe LLP

Securities Law/Commodities Exchange Act (CEA) - The World in U.S. Courts: Summer-Fall 2018

Orrick, Herrington & Sutcliffe LLP on

Giunta v. Dingman, US Court of Appeals for the Second Circuit, June 19, 2018 - As relevant here, plaintiff Erik Gordon sued Dingman in New York, alleging that Dingman violated US securities laws in connection with his sale...more

Hogan Lovells

Pension issues on corporate transactions

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Pension issues in corporate transactions can be complex when a defined benefit (final salary) scheme is involved. Factors to consider include - - risks of action by the Pensions Regulator; - penal fines and criminal...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Popularity of Locked-Box Deals in the UK: Price Certainty, Other Benefits for Buyers"

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In the U.K. M&A market, the continuing trend in recent years has been an increase in the number of deals being completed on the basis of a locked-box pricing mechanism. In a locked-box transaction, as opposed to the...more

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