News & Analysis as of

Contract Terms Purchase Agreement Contract Drafting

Fenwick & West LLP

Buy-Side M&A Playbook: Drafting Definitive Agreements - The Road to Closing

Fenwick & West LLP on

This article is part of Fenwick's "Buy-Side M&A Playbook" series, published as part of the Silicon Valley Defense Group's Industry Collaboration Toolkit....more

Mayer Brown

A Delaware Law Alert: M&A Disputes

Mayer Brown on

Two recent Delaware Superior Court opinions are essential reading for M&A practitioners drafting language with respect to how disputes related to purchase price adjustments, earnouts, and other accounting-related...more

Goulston & Storrs PC

What's Market: The Materiality Scrape

Goulston & Storrs PC on

Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

Goulston & Storrs PC on

In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

What's Market: Representations and Warranty Insurance

Goulston & Storrs PC on

Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more

Goulston & Storrs PC

What's Market: Waiver of Jury Trials

Goulston & Storrs PC on

By including a jury trial waiver in an M&A purchase agreement, the parties agree to waive their rights to a jury trial in any dispute under the M&A agreement. Jury trial waivers may also extend to disputes under all of the...more

Goulston & Storrs PC

What's Market: Compliance With Laws Representations

Goulston & Storrs PC on

In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

Goulston & Storrs PC

What's Market: Indemnity Caps

Goulston & Storrs PC on

In merger and acquisition (M&A) transactions, the definitive purchase agreement whether asset purchase agreement, stock purchase agreement, or merger agreement typically contains representations and warranties made by the...more

Goulston & Storrs PC

What's Market: Stand Alone Indemnities

Goulston & Storrs PC on

According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Point Studies, the use of stand-alone indemnities in reported private company M&A transactions has increased from 69% in its 2007...more

Troutman Pepper Locke

Expert Determination or Arbitration? The Delaware Court of Chancery Clarifies That Labels Are Not Dispositive

Troutman Pepper Locke on

Purchase agreements customarily contain provisions for resolving certain disputes by referring them to a third-party neutral decision-maker outside of litigation. For example, disputes over purchase price adjustments are...more

Winstead PC

Working Capital and Accounts Receivable

Winstead PC on

When acquiring or selling a company, many nuances exist in various stages of the process, some of which are not readily apparent on their face. One of those nuances is the interplay between accounts receivable and working...more

Goulston & Storrs PC

No Undisclosed Liabilities Representations - October 2022

Goulston & Storrs PC on

In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

Use of Knowledge Qualifiers for Representations and Warranties (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: “Knowledge” is now almost always defined in private company...more

Goulston & Storrs PC

Sandbagging Provisions (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - “Sandbagging” concepts are often the subject of intense negotiation in M&A transactions. Inclusion of pro-sandbagging clauses within M&A purchase agreements has been on the decline,...more

Goulston & Storrs PC

Indemnity Baskets (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Over the time period covered by the nine studies (2005-2021), the level of...more

Goulston & Storrs PC

Non-Reliance & NOR Provisions

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Express non-reliance provisions are increasingly common in merger and...more

Goulston & Storrs PC

Damage Mitigation Provisions - (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Inclusion of damage mitigation provisions in merger and acquisition...more

Goulston & Storrs PC

The 'Materiality Scrape'

Goulston & Storrs PC on

Market Trends: What You Need to Know - Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to...more

Goulston & Storrs PC

Indemnity Caps (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies. Over the nine ABA studies (2005-2021), indemnity caps have declined as a...more

Farrell Fritz, P.C.

Course Correction: Why “Ordinary Course” Covenants in Acquisition Agreements Should be Drafted Carefully

Farrell Fritz, P.C. on

Should a buyer be allowed to walk away from an acquisition if an extraordinary event occurs between signing and closing that forces the target company to take emergency remedial measures outside its ordinary course, even if...more

Morgan Lewis - Tech & Sourcing

Key Considerations for Application Purchase Agreements (Part 2)

TRANSFER OF EMPLOYEES - Once the terms of intellectual property and infrastructure transfer have been agreed, the buyer should investigate the human resources required to maintain and support the application. ...more

Goulston & Storrs PC

No Undisclosed Liabilities Representations

Goulston & Storrs PC on

Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law - February 2021....more

Goulston & Storrs PC

Indemnification as an Exclusive Remedy

Goulston & Storrs PC on

Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....more

Goulston & Storrs PC

Sandbagging Provisions

Goulston & Storrs PC on

Market Trends: What You Need to Know - “Sandbagging” concepts are often the subject of intense negotiation in M&A transactions. Inclusion of pro-sandbagging clauses within M&A purchase agreements has been on the decline,...more

Hogan Lovells

Client Alert: Virginia Court Invalidates Government Contractor’s Non-Competition and Non-Solicitation Agreement with Independent...

Hogan Lovells on

In January 2020, Judge John Tran of the Fairfax County Circuit Court in Virginia held unenforceable non-competition and non-solicitation provisions in a government contractor’s consulting agreements entered into with...more

34 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide