News & Analysis as of

Contract Drafting Selling a Business

Womble Bond Dickinson

Earnout Deals Surge in Uncertain Times – What M&A Professionals Need to Know About Earnouts

Womble Bond Dickinson on

The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023....more

DarrowEverett LLP

How Earnout Provisions Can Supply Great Value for Buyers, Sellers

DarrowEverett LLP on

Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or...more

Goulston & Storrs PC

The 'Materiality Scrape'

Goulston & Storrs PC on

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

Farrell Fritz, P.C.

Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Expert and Author Paul Hood

Farrell Fritz, P.C. on

This episode features an interview with Paul Hood, an experienced estate planner, leading expert on the design and drafting of buy-sell agreements, and author of a newly published book, “Buy-Sell Agreements: The Last Will and...more

Troutman Pepper

Protecting Privileged Pre-merger Communications Through Contractual Provisions

Troutman Pepper on

In Shareholder Representative Services LLC v. RSI Holdco, LLC, the Delaware Court of Chancery held that the sellers of a target corporation retained the right to assert attorney-client privilege over pre-merger communications...more

Winstead PC

PE Firms: The Earn-Out Conundrum—Avoiding Post-Purchase Conflicts With Private Company Sellers

Winstead PC on

When a private equity (PE) firm buys the controlling interest in a private business, the purchase often includes an earn-out provision which calls for the owner to remain active in the business for some period of time. The...more

Adler Pollock & Sheehan P.C.

Integration Clauses As A Backstop Against Claims Based On Fraud: Insist On The Specifics.

For any business owner, a specially-crafted integration clause can significantly limit exposure to suits brought by a dissatisfied party on the other side of the negotiating table. An integration clause (sometimes referred to...more

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