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Contract Negotiations Mergers Contract Terms

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

WilmerHale

Purchase Price Adjustments in Financial Services M&A Transactions

WilmerHale on

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'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

Bennett Jones LLP

Material Adverse Effects: Insights from the High Court of Justice

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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

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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

Winstead PC

Key Considerations in Review of NDAs as a Buyer

Winstead PC on

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?

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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

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

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

Woodruff Sawyer

R&W Claims 101: Types of Claims

Woodruff Sawyer on

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

TransPerfect Legal

What’s Trending: Milestone Disputes in Life Sciences Litigation

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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

Goodwin

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

Goodwin on

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

Williams Mullen

[Webinar] 2020 M&A Year in Review: Lessons Learned - December 15th, 11:00 am - 11:30 am EST

Williams Mullen on

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

Kilpatrick

Monthly Minute | Due Diligence Considerations Related to COVID-19

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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

Vinson & Elkins LLP

[Webinar] Navigating Heightened Contractual Risk in an Economic Downturn - May 28th, 12:00 pm - 1:00 pm CT

Vinson & Elkins LLP on

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 Pepper Locke

MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series

Troutman Pepper Locke on

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

McDermott Will & Emery

[Webinar] Preparing for Litigation Resulting from a COVID-Related Busted Deal - May 8th, 12:00 pm - 1:00 pm EST

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

BCLP

Coronavirus (COVID-19): Material Adverse Effect and M&A Transactions

BCLP on

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

Seyfarth Shaw LLP

M&A Purchase Agreements in the Wake of COVID-19

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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

Fenwick & West LLP

Coronavirus Impact on M&A and Other Strategic Corporate Transactions

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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

Goodwin

COVID-19 and the Impact on M&A

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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

Bass, Berry & Sims PLC

10 Trends in Physician Practice Transactions to Track in 2020

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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

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