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Strategies for Business Resilience in Uncertain Times
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Navigating Executive Orders: Strategies for Managing Stop Work Orders and Terminations
Trade Secrets in Hollywood: Lessons from Oscar-Nominated Films - Employment Law This Week® - Spilling Secrets Podcast
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OK at Work: Navigating Customer Terms and Usage
OG Talks: Good Energy and Navigating Transactions
7 Key Takeaways | Ethics in Construction Contract Negotiations and Claims
M&A Considerations for Serial Acquirers
What's the Timeline for a Sale Process?
Balch’s Decision Dive: Texas Trial Court Struck Down the FTC’s Noncompete Rule
Making the Lawyer-Client Relationship Work in Challenging Litigation – Speaking of Litigation Video Podcast
The introduction of tariffs under the Trump Administration—and their subsequent partial (yet perhaps temporary) rollback—has added a new layer of complexity and a great deal of uncertainty to the high-stakes world of M&A...more
Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more
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
Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more
While sellers typically initiate the first drafts of commercial real estate purchase and sale agreements, some larger buyers have the leverage to require use of their own form agreements. Sellers in these situations should be...more
It is no secret that a representations and warranties (R&W) insurer’s underwriting focus is informed by industry-specific risks and claims experience. For manufacturing businesses, aligning the buyer’s diligence plan and the...more
Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential...more
The use of open-source software (OSS) is ubiquitous. Depending on what license governs the type of OSS a company uses and how it uses the OSS, OSS use impacts the valuation of the intellectual property (IP) used by a company...more
In protracted contract negotiations, many clients become dismayed when a deal they thought had been agreed in a letter of intent is suddenly the subject of contentious exchanges between the parties and their counsel. The...more
When two parties engage in a merger or acquisition, there are several processes that must take place before the transaction can be completed, including due diligence of the seller’s assets—and particularly the seller’s...more
It is readily apparent that the COVID-19 pandemic has had an impact on transactional activity—at least in the short term—for both buyers and sellers across a range of industries. Whether parties are still moving forward with...more
This is the second installment of a two-part series highlighting M&A transaction issues for buyers and sellers to consider in light of COVID-19. ...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
Buyers’ best defence against M&A fraud requires rigorous, pre-closing due diligence — when fraud is suspected, deal teams should seek legal advice and proceed with caution. Recent high-profile fraud cases gravely...more
In this post, we summarize some of the highlights from AIG’s recently published Mergers and Acquisitions 2018 Claims Report, and include our own observations on the role that Representations and Warranties Insurance (R&W...more
The Delaware Court of Chancery—the nation’s leading forum for corporate and M&A disputes—recently provided a roadmap for how to limit post-closing litigation exposure by eliminating certain fraud claims....more
In an acquisition, part of a buyer’s goal is to make as informed a decision as possible and to close the deal efficiently and inexpensively. Costly, post-acquisition litigation is the last thing any party to a transaction...more
The Arkansas Oil Marketers Association Environmental Workshop was held on August 30th in Little Rock. I undertook a presentation titled: Identifying and Addressing Environmental Issues in Petroleum Marketing...more
On November 30, 2016, the Delaware Court of Chancery issued another opinion in a growing body of decisions defining the parameters of extra-contractual fraud claims in M&A transactions. In IAC Search LLC v. Conversant LLC,...more
Microsoft’s blockbuster acquisition of LinkedIn earlier this month—a deal where concerns for privacy and data security loomed large—provides a glimpse into the growing trend of including separate privacy and data security...more