News & Analysis as of

Asset Purchase Agreements Corporate Sales Transactions

HaystackID

Spring has Sprung? A Hart-Scott-Rodino Act Transaction Update (March FY 2023)

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The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ)...more

Robinson & Cole LLP

Buyer Beware: Delaware Court of Chancery Declines to Blue-Pencil Restrictive Covenant in M&A Transaction

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On October 6, 2022, in Kodiak Building Partners, LLC v. Philip D. Adams, C.A. No. 2022-0311-MTZ (Oct. 6, 2022), the Delaware Court of Chancery found that a restrictive covenant entered into in connection with an asset...more

Proskauer - Law and the Workplace

FTC Enforcement Action Limits Noncompetition Agreements in “Sale of Business” Transactions

On July 9, 2021, President Biden issued an Executive Order, in which he described the nation’s antitrust laws as the “first line of defense against the monopolization of the American economy” and encouraged the Federal Trade...more

Goulston & Storrs PC

After-Tax Indemnity Limitations (UPDATED)

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies... Originally Published in Bloomberg Law - May 2022. ...more

Gray Reed

Delaware: A Confirmed Pro-Sandbagging Jurisdiction

Gray Reed on

In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more

Goulston & Storrs PC

Earnout Provisions What’s Market?

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Earnout provisions were included in 27% of the deals reported in the 2019...more

Pullman & Comley, LLC

Top Five (5) Concerns Selling or Acquiring an Entity with Government Contracts

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Contract review is one of the most onerous (and important) processes in any due diligence process when buying or selling a company. We all know that those contracts are the backbone of many businesses- they document the...more

Goulston & Storrs PC

Insurance Reduction Provisions

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Market Trends: - What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law - April 2021....more

Kramer Levin Naftalis & Frankel LLP

Who Owns the Attorney-Client Privilege of a Seller After the M&A Deal Closes?

When M&A transactions end in post-closing disputes, the right to assert privilege with respect to communications that the acquired business conducted with its counsel pre-closing can be of critical importance and possibly...more

Pullman & Comley, LLC

Is Now the Time to Buy or Sell? A Transactional Primer for Home Health Agencies

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The focus that the COVID-19 pandemic has brought to nursing homes and similar facilities over the past year has created both an opportunity and a challenge for home health agencies (HHAs) throughout the country.  Care in the...more

Hogan Lovells

How to deal with data protection and network security issues in M&A operations in the Asia-Pacific region

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In recent years, the Asia-Pacific region has been the central hub of M&A activities. Even in 2020, when investment activities are hit by the new crown epidemic, the Asia-Pacific region is still relatively independent. Despite...more

Hogan Lovells

How to navigate data protection and cybersecurity issues in M&As in Asia-Pacific

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The growing importance of data to mergers and acquisition (M&A) transactions highlights the need to have effective due diligence, transaction structuring, and execution that addresses the growing demands of data protection...more

Stinson - Corporate & Securities Law Blog

Court Examines Intended Third Party Beneficiaries of Indemnification Provision

In CHS/Community Health Systems, Inc. et al v. Steward Health Care System LLC, the Delaware Court of Chancery examined who was an intended third-party beneficiary of an indemnification provision in an Asset Purchase...more

Stinson - Corporate & Securities Law Blog

Chancery Discusses Privilege Waiver in Context of Asset Purchase

In DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, the Delaware Court of Chancery discussed privilege waiver in a dispute between a buyer and a seller involving an asset purchase agreement. The dispute...more

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