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Contract Negotiations Mergers

Mintz

Seller Considerations When Negotiating a Letter of Intent

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Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as...more

Ankura

Seven Practical Tips for Negotiating Joint Venture Deals

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In the face of economic and geopolitical disruption, companies are increasingly entering into joint ventures, strategic investments, and partnerships (JVs) to address their most pressing challenges. In fact, the number of new...more

WilmerHale

Purchase Price Adjustments in Financial Services M&A Transactions

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In most M&A deals involving private targets (including the sales of divisions of publicly traded companies), the purchase agreement will include a baseline dollar value for the target, with several adjustments. Often, the...more

DarrowEverett LLP

Balancing the Scales: Purchase Price Adjustments in M&A Transactions

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In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more

Orrick, Herrington & Sutcliffe LLP

What Does "Cash Free / Debt Free" Mean?

Get up to speed with Ramy Shweiky and Mark Seneca on: Negotiable terms when establishing a purchase price How your purchase price is adjusted at closing Examples of debt-like items...more

Orrick, Herrington & Sutcliffe LLP

What's the Timeline for a Sale Process?

Mark Seneca and Justin Yi outline the timeframe for a typical sale, and the key work streams involved. Learn about: A basic framework from the time that you sign an LOI Key milestones from LOI to closing External...more

Mitratech Holdings, Inc

[Webinar] How Innovative Firms Are Using AI to Improve Your Legal Work | Session #2 Corporate/M&A - November 19th, 12:00 pm ET

This is a second part of the AdvanceLaw Innovative Law Firm Webinar Series that will focus on AI innovation in AdvanceLaw firm Corporate/M&A practices. ...more

Bennett Jones LLP

Material Adverse Effects: Insights from the High Court of Justice

Bennett Jones LLP on

Uncertainty caused by macroeconomic risks such as the COVID-19 pandemic, severe weather events and geopolitical tensions has given rise to increased judicial consideration of contractual terms apportioning risk in the...more

Womble Bond Dickinson

The Importance of Understanding Force Majeure Clauses in Contracts Amid Recent Disasters

Womble Bond Dickinson on

In recent years, natural disasters have become increasingly frequent and severe, disrupting industries and communities worldwide. Events such as Hurricane Helene and the extreme weather conditions experienced in Western North...more

PilieroMazza PLLC

[Webinar] Navigating M&A in the Manufacturing Industry: Strategies for Success - October 17th, 2:00 pm - 3:00 pm ET

PilieroMazza PLLC on

If you’re a government contractor in the manufacturing industry looking to buy or sell your business, there are specific concerns you should be aware of to protect your interests. This webinar will guide you through legal and...more

Womble Bond Dickinson

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

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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

Barnea Jaffa Lande & Co.

Conditional Payment (Earn-Out)

In merger and acquisition (M&A) transactions, the earn-out mechanism serves as a strategic tool for conditional payment based on the prospective performance of the acquired entity. This mechanism is particularly prevalent in...more

Winstead PC

Key Considerations in Review of NDAs as a Buyer

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When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more

Stradling Yocca Carlson & Rauth

Representation and Warranties Play a Crucial Role in Business Transactions

Representations and warranties play a crucial role in business transactions and are commonly used in merger and acquisition agreements to allocate risk between sellers and buyers. Accurate representations and reliable...more

Woodruff Sawyer

Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?

Woodruff Sawyer on

Explore the landscape of the M&A Market and its impact on RWI with Woodruff Sawyer’s Emily Maier and Yelena Dunaevsky in this video. They examine both the broader trends and finer nuances shaping the Reps & Warranties...more

Buckingham, Doolittle & Burroughs, LLC

Selling a business in the current high-deal volume environment

Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more

Goodwin

Cross-Border Transactional Risk Insurance

Goodwin on

As buyers seek acquisition opportunities worldwide, they often encounter sellers resistant to accepting meaningful (if any) liabilities for potential pre-closing exposures, causing buyers to look to the insurance market for...more

Sheppard Mullin Richter & Hampton LLP

Expert or Arbitrator? Resolving Purchase Price Adjustment Disputes

Acquisition agreements in M&A transactions frequently include provision for payment to be made at closing based on estimates of certain financial metrics that are later subject to a purchase price adjustment based on a final...more

Barnea Jaffa Lande & Co.

Material Adverse Change (MAC) Clauses in M&A Transactions

A material adverse change (MAC) is a common term in merger and acquisition agreements. The term describes a change or event that, if realized, could have a material negative impact on the parties to the transaction (mainly on...more

K&L Gates LLP

HUB Talks Presents: A Conversation on M&A with Jim Freund

K&L Gates LLP on

In this episode of HUB Talks Presents, Corporate partner David Edgar discusses the ins and outs of mergers and acquisitions (M&A) law with well-known industry leader, Jim Freund. The two look back at Jim’s journey as an M&A...more

Lowenstein Sandler LLP

Part II: The Intersection of Emerging Trends in M&A/ Private Equity and Reps & Warranty Insurance: The Road Remains Bumpy For...

Lowenstein Sandler LLP on

Hosts Lynda Bennett and Eric Jesse build on their recent discussion with Lowenstein M&A Chair and Transactions & Advisory Group co-Chair Marita Makinen about the current state of play in the M&A and private equity space. The...more

Kramer Levin Naftalis & Frankel LLP

Case Alert: AluminumSource, LLC v. LLFlex, LLC

A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more

DarrowEverett LLP

How Earnout Provisions Can Supply Great Value for Buyers, Sellers

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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

Willcox & Savage

Walk Before You Run: Using Term Sheets to Improve a Contract Negotiation

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Negotiating a term sheet is a common first step in a contract negotiation process. An effective term sheet can help streamline a negotiation and increase the odds that the final deal will include terms favorable to you, or...more

Woodruff Sawyer

R&W Claims 101: Types of Claims

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Representations and warranties (R&W) insurance covers a breach of the reps and warranties contained in the purchase agreement governing a merger or acquisition. Since reps and warranties insurance policies are...more

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