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ArentFox Schiff

Emerging Opportunities for Hospitals in the Long Term Care Sector: Structuring Models and Key Considerations

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Recent events have caused hospitals and health systems nationwide to contemplate more robust participation in the long term care (LTC) sector, whether through modified ownership, joint venturing, clinical affiliation, or...more

White & Case LLP

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

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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

White & Case LLP

Examining the ABC risks as the mining & metals sector gains critical momentum

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Key considerations around bribery and corruption risks, as the mining & metals sector is gaining critical momentum in the world's energy transition toward a low-carbon future. Mining & metals in a low-carbon world - The...more

Allen Matkins

When One Party's Professional Decides The Sufficiency Of That Party's Performance

Allen Matkins on

Often parties to a contract will agree that a third party will make the final call as to whether an obligation has been performed or an amount to be determined post-closing.  In California, it has long been held that the...more

Williams Mullen

Data Due Diligence In M&A Transactions: Ownership Rights in Data

Williams Mullen on

As data are quickly becoming a significant corporate asset, lawyers in corporate transactions need to consider the legal risks associated with data. Failure to understand and address these risks can result in significant...more

Pillsbury Winthrop Shaw Pittman LLP

Government Contractor M&A Deals Beware

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

Jones Day

DOJ Announces Merger Process Reforms: Déjà Vu All Over Again?

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The Situation: Between 2013 and 2017, the average length of a U.S. Department of Justice ("DOJ") Antitrust Division merger review increased 65 percent to 10.8 months. The Response: DOJ announced reforms to improve...more

Morgan Lewis

Contract Corner: Software License Checklist for Licensees: 20 Issues to Consider When Working from the Vendor’s Form (Part 1)

Morgan Lewis on

Everybody does it. We may say that we only use the “customer’s paper” when contracting, but we know that is often not the case when entering into licenses for commercially available, off-the-shelf (COTS) software products....more

King & Spalding

Tokyo Dispute Resolution & Crisis Management Newsletter – March 2017

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US Department of Justice Issues New Corporate Compliance Guidelines - Criteria for the Criminal Division’s Evaluation of Corporate Compliance Programs - Introduction - Recently, and without the fanfare that often...more

King & Spalding

DOJ Issues New Corporate Compliance Guidelines; Document Outlines Criteria for the Criminal Division’s Evaluation of Corporate...

King & Spalding on

Recently, and without the fanfare that often accompanies new policy guidance regarding corporate fraud, the Fraud Section of the Department of Justice posted a document on its website entitled “Evaluation of Corporate...more

Morrison & Foerster LLP

New York Court of Appeals Rejects More General Application of Common-Interest Privilege in M&A Settings

New York’s highest court has rejected an attempt to expand the state’s common-interest doctrine, and reinstated the New York rule that the doctrine only applies in the context of actual or threatened litigation. Citing the...more

PilieroMazza PLLC

Creativity and Controlled Risk: A Recipe for a Successful M&A Transaction

PilieroMazza PLLC on

One prevailing theme in merger and/or acquisition (M&A) transactions is risk allocation. How much risk is either the buyer or seller willing to assume? And, separately, what level of risk must either party assume in order to...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Amendments to Delaware General Corporation Law to Facilitate Short-Form Mergers in Two-Step Transactions"

On August 1, 2013, new Section 251(h) of the Delaware General Corporation Law (the DGCL) becomes effective, which will allow consummation of second-step mergers without stockholder approval following a tender or exchange...more

Orrick, Herrington & Sutcliffe LLP

Antimonopoly Law Considerations and Risk Management in connection with M&A Transactions

In This Presentation: - General Indemnity: (1) Background and structure (2) Main provisions (3) Conduct of claims - Antitrust Indemnity: (1) Background (2) Main provisions (3) Conduct of...more

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