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Contract Drafting Contract Terms Merger Agreements

Seyfarth Shaw LLP

Wyoming Bans Most Non-Compete Agreements Starting July 1, 2025

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Wyoming, with the introduction of Wyo. Stat. §1-23-108, banned most non-compete agreements for contracts signed on or after July 1, 2025, but with several meaningful exceptions....more

Mayer Brown

A Delaware Law Alert: M&A Disputes

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Two recent Delaware Superior Court opinions are essential reading for M&A practitioners drafting language with respect to how disputes related to purchase price adjustments, earnouts, and other accounting-related...more

Goulston & Storrs PC

What's Market: The Materiality Scrape

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Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

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In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

What's Market: Representations and Warranty Insurance

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Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more

Goulston & Storrs PC

What's Market: Waiver of Jury Trials

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By including a jury trial waiver in an M&A purchase agreement, the parties agree to waive their rights to a jury trial in any dispute under the M&A agreement. Jury trial waivers may also extend to disputes under all of the...more

Goulston & Storrs PC

What's Market: Compliance With Laws Representations

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In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

Goulston & Storrs PC

What's Market: Indemnity Caps

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In merger and acquisition (M&A) transactions, the definitive purchase agreement whether asset purchase agreement, stock purchase agreement, or merger agreement typically contains representations and warranties made by the...more

Goulston & Storrs PC

What's Market: Stand Alone Indemnities

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According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Point Studies, the use of stand-alone indemnities in reported private company M&A transactions has increased from 69% in its 2007...more

Goulston & Storrs PC

No Undisclosed Liabilities Representations - October 2022

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In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

Use of Knowledge Qualifiers for Representations and Warranties (UPDATED)

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Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: “Knowledge” is now almost always defined in private company...more

Goulston & Storrs PC

Indemnity Baskets (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: Over the time period covered by the nine studies (2005-2021), the level of...more

Goulston & Storrs PC

Non-Reliance & NOR 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 Points Studies: Express non-reliance provisions are increasingly common in merger and...more

Goulston & Storrs PC

Damage Mitigation Provisions - (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: Inclusion of damage mitigation provisions in merger and acquisition...more

Goulston & Storrs PC

The 'Materiality Scrape'

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Market Trends: What You Need to Know - Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to...more

Goulston & Storrs PC

Indemnity Caps (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. Over the nine ABA studies (2005-2021), indemnity caps have declined as a...more

Stikeman Elliott LLP

“Commercially Reasonable Best Efforts”: B.C. Court Provides Guidance in Context of Purchase and Sale Contract

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In Sutter Hill Management Corporation v. Mpire Capital Corporation (Sutter), the British Columbia Court of Appeal found that the acquiror of an Abbotsford, B.C. care home had breached the purchase and sale agreement by...more

Jones Day

2021 Transactional Year in Review and 2022 Forecast: Key Considerations in Carve-Out Transactions

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As global M&A activity reached record highs this year, so too did the market's appetite for carve-out transactions. A carve-out transaction is the sale of a subsidiary, division, or other part of a larger business enterprise....more

Gray Reed

Left in the Cold: Terminating Merger Agreement that Eliminates Liability for Post-Termination Claims Means What It Says

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The ruling of the Delaware Court of Chancery in Yatra Online v. Ebix highlights the need for M&A practitioners to exercise care when drafting termination and remedies provisions in merger agreements and other contracts and to...more

Goodwin

Survival Guide to Structuring Life Sciences Partnering and M+A Agreements

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The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more

Goulston & Storrs PC

No Undisclosed Liabilities Representations

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

Hogan Lovells

A review of MAC Clauses in a COVID-19 Climate in Japan (UPDATED)

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Considerations when reviewing your MAC Clause in a COVID-19 Climate - As was the case after the global financial crisis in 2008 and Japan's triple disaster in 2011,companies are turning their minds to their potential...more

Goodwin

English Court Rules On COVID-19 Material Adverse Effect In M&A Transaction

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On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more

White & Case LLP

Ahead of the pack: US M&A 2019: Key dealmaking decisions from Delaware and New York

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We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more

White and Williams LLP

Delaware Chancery Court Addresses the Seller’s Preservation of Privilege Post-Closing

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Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more

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