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Contract Terms Private Equity

Quarles & Brady LLP

Oregon Enacts Legislation Placing Parameters on PE Involvement in Professional Medical Entities

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Oregon has put itself on the map as the first state to follow through with its efforts to curtail private equity (“PE”) control over professional medical entities (“PMEs”). Quarles has been reporting on increased efforts by...more

Whiteford

Private Company M&A - Reverse Diligence: Questions Sellers Should Ask of Bidders

Whiteford on

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

King & Spalding

Oregon Enacts Further Restrictions Against Private Equity Investment in Medical Practices

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Last week, Oregon enacted into law SB951, which strengthens Oregon’s corporate practice of medicine doctrine by implementing greater restrictions on arrangements between medical practices and management services organizations...more

Goulston & Storrs PC

Rethinking Liability Management in Club Deals and Direct Lending: Lessons from the Fifth Circuit’s Serta Ruling and Beyond

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On December 31, 2024, the Fifth Circuit Court of Appeals (the “Court”) struck down the controversial 2020 “uptier transaction” executed by Serta Simmons Bedding (“Serta”). The Serta case and several other state court and...more

Cadwalader, Wickersham & Taft LLP

Debt by Design, June 2025 - Permitted Indebtedness

Before a subscription lender can enter into a subscription credit facility with a fund, the subscription lender will need to review the limited partnership agreement (“LPA”) of such fund to confirm the LPA allows for...more

Hogan Lovells

New Oregon CPOM law takes aim at “Friendly PC” arrangements

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On June 9, 2025, Oregon enacted Senate Bill 951, which strengthens Oregon’s existing prohibition on the corporate practice of medicine (CPOM) by limiting the scope of permissible arrangements between professional medical...more

Cozen O'Connor

LOIs in M&A Transactions: Striking the Right Balance Between Commitment and Flexibility

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A letter of intent (LOI) or term sheet tends to be the first substantive document for an M&A transaction. It outlines the key terms and mutual understanding between a buyer and seller while they progress through due diligence...more

Proskauer - The Capital Commitment

Navigating Earn-Out Disputes: Key Considerations for Private Funds

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

Davis Wright Tremaine LLP

Oregon SB 951: New Restrictions on the Corporate Practice of Medicine in Oregon

On June 9, 2025, Oregon Gov. Kotek signed Senate Bill 951 into law, imposing significant new limitations on corporate involvement in medical practices. This legislation reinforces and expands Oregon's existing restrictions on...more

Wilson Sonsini Goodrich & Rosati

Oregon Enacts Nation’s Most Restrictive CPOM Law

On June 9, 2025, Oregon enacted the most restrictive corporate practice of medicine (CPOM) law in the country (SB 951), which imposes substantial restrictions on the ownership and control of professional medical entities...more

Vedder Price

New Oregon Law Imposes Significant Corporate Practice of Medicine Restrictions

Vedder Price on

On June 9, 2025, Oregon Governor Tina Kotek signed into law Senate Bill 951 (the “2025 Act”). Unlike California’s AB 3129, which was vetoed by California Governor Gavin Newsom in September 2024, the passage of the 2025 Act...more

Ropes & Gray LLP

Key Takeaways Related to Oregon’s New CPOM Law

Ropes & Gray LLP on

On June 9, 2025, Governor Kotek signed Senate Bill 951, An Act Relating to the Practice of Health Care (“SB 951”), into law. This law strengthens Oregon’s existing Corporate Practice of Medicine (“CPOM”) restrictions by...more

Proskauer Rose LLP

Private Credit Deep Dives – What to do following an Event of Default in a consensual setting (Europe)

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Over the past year, we have seen a significant increase in Events of Default (each, an “EoD”) arising from financial underperformance. This trend is largely driven by the high interest rate and inflationary environment, with...more

Loeb & Loeb LLP

How Private Equity Is Shaping Modern Music Catalog Deals

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Ann Chen, deputy chair of the firm’s Capital Markets & Corporate department, provides an insider perspective on the crossroads of corporate law and entertainment, particularly in the music catalog space....more

Troutman Pepper Locke

Expert or Arbitrator? — PE Pathways Podcast

Troutman Pepper Locke on

In this episode of PE Pathways, Partners Nick Stawasz and Dan Boland discuss the distinctions between engaging an expert or an arbitrator for resolving post-closing purchase price and earnout disputes in M&A deals. The...more

Pillsbury - Internet & Social Media Law Blog

Taylor’s Version: A “Mastermind” in IP Ownership

After years of contractual entanglements, public disputes and strategic reinvention, Taylor Swift has achieved something few global recording artists have: She now owns the master recordings of her entire musical catalog....more

White & Case LLP

Stop right there – intercreditor standstills that grind to a halt

White & Case LLP on

Standstill periods in private credit intercreditor agreements don't get much attention – they exist to allow senior lenders time to take enforcement action before super senior lenders can step in. But if you're not careful,...more

Herbert Smith Freehills Kramer

DealMakers: Private M&A Report Australia 2025

This exclusive report unpacks a sample of over 60 private M&A transactions led by our Dealmakers—offering data-driven insights into a dynamic year of strategic execution, sector shifts, and evolving deal structures...more

Mayer Brown

Advantages of Express LPA Third-Party Beneficiary Provisions for Subscription Credit Facility Lenders

Mayer Brown on

An express third-party beneficiary provision running in favor of a lender in a fund’s limited partnership agreement (an “LPA”) is helpful for subscription credit facilities. It bolsters the rights and remedies of a...more

Farrell Fritz, P.C.

The Forfeited Equity Trap: Why Your Non-Compete Might Be Worthless

Farrell Fritz, P.C. on

Imagine you’re a private equity firm. You buy a company, and you want to retain and incentivize key employees, so you give them some equity in the form of incentive units.  You also want to prevent them from running off and...more

Troutman Pepper Locke

Delaware Court of Chancery Allows Amendment of LLC Agreement to Permit Disparate Consideration Where Amendment Provisions Were...

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In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more

Goodwin

Crafting a Competitive LOI in Lower Middle Market M&A

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In the lower middle market — typically deals between $10 million and $100 million — the letter of intent (LOI) serves as a pivotal document that sets the tone for the transaction, shapes the seller’s expectations, and...more

Mintz - Employment Viewpoints

Mintz On Air: Practical Policies – When Should You Hire an Employment Lawyer?

In the latest episode of the Mintz on Air: Practical Policies podcast, Member Jen Rubin discusses with colleague and Member Andrew Bernstein when the best time is to hire an employment lawyer. This episode is part of a series...more

Mayer Brown

Management Fees : précisions sur la preuve des prestations réalisées

Mayer Brown on

La Cour administrative d'appel de Nancy a rendu deux arrêts le 24 avril 2025 éclairant les indices nécessaires afin de prouver la réalité des prestations faisant l'objet d’une convention de management fees (CAA Nancy, 24...more

White & Case LLP

Key Insights from the LSTA and DealCatalyst 4th Annual Private Credit Industry Conference on Direct Lending

White & Case LLP on

On May 12 and 13 2025, the Loan Syndications and Trading Associations held its fourth annual private credit industry conference in Nashville, Tennessee—the speakers of which included industry professionals from direct lending...more

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