Law School Toolbox Podcast Episode 487: Listen and Learn -- Consideration (Contract Law)
What Does "Cash Free / Debt Free" Mean?
PODCAST: Williams Mullen's Trending Now: An IP Podcast - AI Considerations in M&A Transactions and Contract Drafting
Private Equity and Delaware Law – Part Two
3 Key Takeaways | Drafting & Navigating Dispute Resolution Clauses
Private Equity and Delaware Law – Part One
Cyberside Chats: There is a war in Europe. What does that mean for your cyber insurance policy?
Beyond Regulations: Hospice Business Contracts and Contract Disputes
Structuring DSO/MSO Healthcare Ventures and Practice Acquisitions
Monthly Minute | Global Supply Chain Issues
Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Expert and Author Paul Hood
Risk Prevention Strategies: Ownership of Employee-Developed Inventions and Intellectual Property
Noncompete Agreements - Traps for the Unwary: Part 1
Roadmap to Joint Venture Agreements: Legal and Accounting Considerations
Government Contracting Phase One: Transitioning From Commercial to Government Work
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Monthly Minute | Due Diligence Considerations Related to COVID-19
MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series
Jones Day Presents: What is Smart Code and How Does it Relate to Smart Contracts?
Tax Provisions in Business Acquisition Agreements
There’s a tongue-in-cheek joke within the legal industry that transactional lawyers create the problems, and the litigators get paid to clean them up. It’s a cautionary reminder to transactional lawyers: if the dealmaking...more
Looking to take some of the worry out of commercial real estate transactions? Then we highly recommend that you join us for our upcoming webinar: Risk Mitigation Strategies When Drafting Commercial Real Estate Purchase and...more
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
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
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
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
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
Is your M&A target a manufacturing company with automated production, a consumer products business with online sales and marketing or an education company that creates content for students? The increasing use and development...more
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
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
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
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
TRANSFER OF EMPLOYEES - Once the terms of intellectual property and infrastructure transfer have been agreed, the buyer should investigate the human resources required to maintain and support the application. ...more
Goodwin has written extensively on the challenges presented by the COVID-19 coronavirus... among these important issues, we also want to encourage our clients to be proactive in responding to the potential impact of COVID-19...more
A year after Akorn v. Fresenius (Akorn case), the first Delaware case holding that a party was entitled to terminate a merger agreement based on a material adverse effect (MAE), the Delaware Court of Chancery, in Channel...more
Our team in Hong Kong recently developed a Hong Kong Law Contract Guide. The guide discusses relevant legal principles that inform the most common contractual clauses in Hong Kong. The guide offers practical points to...more
Contemplating a merger? Making an acquisition? Doing a deal with another company can be challenging enough, without having to take on legal liability for the behavior of a company’s leadership, particularly where success of...more
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
On October 1, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a 246-page post-trial opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that denied the seller’s (Akorn) request...more
Many of us have unfortunately experienced the perils and pitfalls that follow when imprecise terms and definitions appear in deal documents. The risks of imprecision are especially acute in the area of indemnities,...more
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
Crucial to any private equity seller is certainty: the certainty that a sale will be consummated at an agreed price and that any potential post-closing liability is fully understood in advance of distributing proceeds to...more
Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more
It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more
International business transactions can be subject to intense scrutiny due to the broad scope of the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, in addition to other similar anti-corruption measures...more