News & Analysis as of

Buyers

Global merger control: Crossing the finish line: Merger remedies: The rise of conditions

by White & Case LLP on

Regulators in key global markets are increasingly demanding remedial action to allay competitive concerns. In the European Union, an increasing number of merger clearances are being given on the condition that the parties...more

Delaware Court Enforces Strict Compliance With Notice Provisions

by White and Williams LLP on

The Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more

Selling Your Business: Baskets, Deductibles and Caps, Oh My!

by Farrell Fritz, P.C. on

You’re a business owner and have spent years nurturing and growing your business into a valuable asset, and now you have decided it’s finally time to monetize that asset and sell your business. You go about the process of...more

‘A Primer on Marketing Hydrocarbons’ Presentation

by Jackson Walker on

Jackson Walker partner Michael P. Pearson delivered a presentation entitled “A Primer on Marketing Hydrocarbons” at the Fundamentals of Oil, Gas and Mineral Law Course associated with the 44th Annual Ernest E. Smith Oil, Gas...more

Global Private Equity Newsletter - Winter/Spring 2018 Edition: How Should US Sellers and Buyers of Businesses View European...

by Dechert LLP on

As M&A practitioners who do deals in Europe as well as in the U.S. know, the certainty of banking commitments is stronger as a rule in Europe than in the U.S. So much so that, given the choice, it can be a factor in the...more

FERC Issues Final Rule Requiring RTOs to Provide for Participation of Electric Storage Resources in Organized Markets

On February 15, 2018, the Federal Energy Regulatory Commission (“FERC”) issued Order No. 841, Electric Storage in Markets Operated by Regional Transmission Organizations and Independent System Operators. Order No. 841...more

M&As – Novation and Recertification

by Williams Mullen on

In this podcast, we’ll address the who, what, when and why of obtaining government consent in the world of mergers and acquisitions....more

Running a Smooth Sale Process: Tips for Sellers – 5 Key Points

by McGuireWoods LLP on

We were pleased to have record-breaking attendance at our annual Healthcare & Life Sciences Private Equity and Lending Conference. The deep-dive discussions into various sectors, and on the industry and deal-making generally,...more

Inadequate notification of warranty claim under share purchase agreement

by Allen & Overy LLP on

When a claims notification clause in a share purchase agreement states that a party must "set out reasonable details" of a claim in a notice of claims, including “the grounds on which it is based”, the party must make...more

Delaware Appraisal Litigation: The Court of Chancery Holds That a Company’s Unaffected Market Price Constitutes “Fair Value”

by Dechert LLP on

In a recent appraisal decision, Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Aruba Networks), the Delaware Court of Chancery awarded 30% less to the shareholders than they would have received had they not...more

FERC Amends Regulations to Remedy Barriers to Energy Storage Participation in Wholesale Electricity Markets; Saves Distributed...

At its February 15, 2018, Open Meeting, the Federal Energy Regulatory Commission (FERC or the “Commission”) issued Order No. 841 (the “Final Rule”) to remove barriers to the participation of energy storage resources in the...more

CFTC and DOJ File a Flurry of Spoofing Actions

On January 29, 2018, the Commodity Futures Trading Commission (CFTC) announced the filing of eight anti-spoofing enforcement actions: three settlements with financial institutions and five complaints filed in federal district...more

2017 Half-year in review - M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English and European court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical...more

More Than Mere Loose Ends: Immigration Compliance During Mergers and Acquisitions

by Vedder Price on

Mergers and acquisitions are often complex transactions involving numerous parties and myriad moving parts. While the parties are understandably focused primarily on the economic aspects of the deal, immigration compliance is...more

Five Key Takeaways on Food and Beverage M&A and Private Equity

by McGuireWoods LLP on

Food and beverage mergers and acquisitions and capital-raising activity remain steady due to the appeal of the industry’s stability and the continued demand for these types of deals. McGuireWoods’ food and beverage and...more

Planning for Cybersecurity Risks in M&A Transactions

by K&L Gates LLP on

A glance at any media outlet shows that cyber risk is pervasive and increasing, and that virtually no company is immune to a cyber incident. Almost all companies and associations collect and store some type of data, whether...more

5 Key Takeaways: IP Considerations in M&A Transactions

Mergers and acquisitions (M&A) in the digital era increasingly involve a number of significant intellectual property (“IP”) issues. It is critical to a successful M&A transaction for in-house counsel to involve experienced IP...more

English Court Rules on Unwinding of Distressed Debt LMA Trades

by Jones Day on

The Situation: The English Commercial Court heard a dispute regarding a back-to-back trade of distressed debt between an upstream seller and a downstream buyer, via a "riskless principal" broker, which contained an express...more

You have an Environmental Insurance Policy. Do you know what the fine print says?

THINK YOU CAN MAKE A CLAIM ON YOUR ENVIRONMENTAL INSURANCE POLICY? You better read the fine print first. *Due Diligence – The mantra is often repeated - take initiative, be proactive. For a variety of reasons a...more

Brief Primer on Real Estate Arbitrations

by Hellmuth & Johnson PLLC on

Real estate agents often question what rights and remedies they may have against the seller in the event of a non-disclosure claim. In many home sales, the buyer, seller and agent sign an arbitration agreement requiring that...more

[Webinar] An M&A Primer for Software Companies - October 18th, 1:00pm ET

by BakerHostetler on

When contemplating a sale of your company, your hope as a businessperson and software engineer is that you have made it as valuable as possible. From a legal perspective, there are some simple, yet important, steps to...more

Vineyard buyer's fraud claim dying on the vine

by Thompson Coburn LLP on

Sellers of a vineyard were exonerated of a claim for fraud because they “could not be held liable for nondisclosure in the absence of evidence they had actual knowledge of the facts to be disclosed.” In Opinion - RSB...more

Confidentiality Agreements and Letters of Intent – October 2017

by Jackson Walker on

I. CONFIDENTIALITY AGREEMENT - A confidentiality agreement (“Confidentiality Agreement”), also sometimes called a nondisclosure agreement (“NDA”), is typically the first stage for the due diligence process as parties...more

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

by Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

Global Private Equity Newsletter - Fall 2017 Edition: Recent Developments in Acquisition Finance

by Dechert LLP on

A delicate balance has evolved over time in leveraged acquisitions with respect to the nature of the contractual relationship between a target and its owners, on the one hand, and the debt financing sources of the buyer, on...more

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