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Strategies for Business Resilience in Uncertain Times
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OK at Work: Navigating Customer Terms and Usage
OG Talks: Good Energy and Navigating Transactions
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M&A Considerations for Serial Acquirers
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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
When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore...more
Times of economic volatility often increase disparities between a seller’s valuation and the buyer’s valuation of the same company. Earn-out provisions are one tool frequently used to address such disparities. An earn-out...more
With the recent and continually evolving tariffs announced by the current U.S. executive administration, a number of issuers, borrowers and financing parties have been asking “can those new tariffs be added back in...more
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more
What are you hearing? What do the “multiples” look like in my [insert sub-industry] in manufacturing?...more
Holland & Knight's Independent Sponsors Team has seen an increasing number of independent sponsors taking part in transactions of seemingly all shapes and sizes. With increasing variation of transactions comes increasing...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
When the prospects of an acquired business are uncertain, an earnout can bridge the valuation gap between buyer and seller and help get the deal done. Taking this route is not without risk, however, particularly where...more
On Oct. 13, 2023, a New York federal court held that sellers who breached representations made in an asset purchase agreement were liable to the buyer for damages calculated using an implied purchase price multiple from the...more
From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more
In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more
In its judgment in Decision Inc Holdings Proprietary Limited v. Garbett and El-Mariesh, the High Court of England and Wales provided guidance on the interpretation of two types of warranties commonly found in sale and...more
Increased use of earnouts is likely to facilitate M&A deals across sectors in Europe. Earnouts are increasingly common in European M&A. The growing prevalence of this contractual provision — in which additional...more
Part of every transaction’s due diligence process is the insurance and risk management workstream. Insurance and employee benefits due diligence is becoming more and more important to private equity firms looking to protect...more
The COVID-19 virus has ushered in unprecedented and challenging times for our country and our global community. From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral adjustments...more
In Damoco (Bermuda) Ltd and Others v Atlanta Bidco Ltd, the High Court rejected claims as to the longstop date for accounts needed to calculate a contractual payment. Instead, the Court adopted a much narrower interpretation...more
The pandemic crisis unfolding in the United States and around the world has placed a significant strain on commercial lending relationships, and the pressure will only mount as the medical and financial ramifications unfold....more
Due to the COVID-19 pandemic and its uncertain impact on business operations and business continuity, many companies are reviewing their credit agreements with an eye toward their ability to borrow/re-borrow and potential...more
With the continuing spread of the Coronavirus Disease 2019 (“COVID-19” or “coronavirus”), hospitality service providers are facing a number of issues that have already exacted a heavy financial toll. With consumers staying...more
Once it has been determined that a breach of a financial statement representation in an acquisition agreement has occurred—specifically with respect to an identified income statement—the question arises as to the quantum of...more
European Leveraged Finance Client Alert Series: Issue 8 - The traditional approach to the treatment of disposal proceeds in leveraged loan agreements has evolved in recent years, as borrowers seek to retain greater...more
A synthetic lease is a financing technique structured to be an operating lease for the lessee’s financial accounting purposes and a financing for U.S. federal tax purposes. Synthetic leases are most often used in acquisition...more
After the 2018 fourth quarter roller coaster ride, when borrowers were essentially shut out of the leveraged loan market, the start to the new year has been tentative. Despite improved market conditions, leveraged loan volume...more
European Leveraged Finance Alert Series: Issue 3, 2019 - Investors in high yield debt expect protections to be included in documentation in order to prevent bond issuers from taking certain actions that deteriorate credit...more
It is not unusual for Tenants, especially larger ones, to negotiate for so-called “self-insurance” in their Leases. This concept can be applied to any form of insurance that a Landlord may require from a Tenant, except for...more