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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
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
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
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
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
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
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
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
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
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
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
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
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
Earlier this month, the ACC hosted an illuminating panel presentation on Life Sciences Litigation: A Look at Milestone Disputes & Recent Trends. Panelists included Lauri Mims and Jennifer Huber, both Partners at Keker Van...more
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
In just about every way, the world turned upside down in 2020. Deals were no exception. Whether it was incorporating a PPP payoff or forgiveness into deal terms, drafting MAE, interim operating covenants and working capital...more
Once a month, we cover an interesting topic with a short video. This month, Associate Sarah Beth Barnes discusses due diligence considerations related to COVID-19....more
We’re excited to introduce Navigating, a new webcast series created to assist clients and friends of the firm in navigating the new normal – whether that be navigating through pandemic-related issues, new industry dynamics,...more
Troutman Sanders and Pepper Hamilton are producing a series of podcasts to discuss litigation topics that have been brought to the forefront by the COVID-19 pandemic and how businesses might be able to prepare and respond. ...more
Uncertainty continues to loom over the M&A market as organizations that were actively involved in transactions before the COVID-19 pandemic assess risks stemming from reduced valuations, condensed financing options, the...more
Acquisition agreements customarily address risk associated with significant downward changes to the target’s business prior to closing through a variety of provisions, including through the use of the “material adverse...more
As a result of the recent unprecedented outbreak of the novel coronavirus (COVID-19), dealmakers and their advisors have yet another set of issues to address in connection with pending and future M&A transactions. While the...more
The myriad and rapidly evolving impacts of COVID-19, the disease caused by the novel coronavirus, are being felt across society—in the healthcare system, employment, politics and the economy. Those involved in corporate...more
Although COVID-19 is rightfully viewed primarily as a public health and humanitarian issue, it is worth considering the potential impacts of the virus on M&A activity as this dynamic situation unfolds. We are seeing the issue...more
By all accounts, 2019 proved to be another year of significant investment by private equity firms in the physician practice space. Below we discuss 10 trends we observed as counsel on a number of these transactions during...more