Due Diligence en M&A: La radiografía antes de comprar una empresa
FCA Implications for M&A Transactions
AdvisorEsq Podcast Series - Episode 11 - Planning Ahead: Creating a Smooth Transition
OG Talks: Good Energy and Navigating Transactions
PODCAST: Williams Mullen's Trending Now: An IP Podcast - IP and M&A Transactions
What's the Timeline for a Sale Process?
Recent market surveys indicate that carve‑out transactions, including sales of divisions, product lines or business units separated from a larger enterprise, are expected to remain a prominent feature of the 2026 M&A...more
Deferred consideration is frequently used in physician practice sales to bridge valuation gaps and allocate post-closing risk (and upside) between buyers and sellers. Commonly structured as earnouts, deferred consideration...more
In this refresher of an installment in a series on taxation issues in share purchase agreements, we discuss the provisions in a share purchase agreement that deal with the pre-closing taxes of the target company....more
Der nachfolgende Report gibt einen Überblick über die Entwicklung des Marktes für die Übernahme börsennotierter Unternehmen im Jahr 2025 sowie aktuelle rechtliche Entwicklungen....more
Our Public Takeover Report provides an overview of trends and legal developments relating to public takeovers in Germany in 2025....more
Sometimes the best defense is a great offense. Comprehensive workplace audits are a defense designed to assess strengths and address risks before they become liabilities....more
In March 2026, there were three Rule 2.7 announcements made across the UK public M&A market and seven further possible offers / sale processes announced....more
As discussed in a prior client alert, on February 12, 2026, the District Court vacated the 2024 final rule that implemented extensive revisions to the federal premerger notification process under the Hart-Scott-Rodino...more
Representation and warranty insurance (RWI) is now a standard feature of modern M&A transactions, utilized in roughly two-thirds of middle-market private M&A transactions and up to three-quarters of PE-sponsored deals, per...more
Following the well-publicized rollback and simplification of sustainability rules in the United States and Europe, companies might assume that this is no longer an area that needs attention in transactions. However, this is...more
As of today, the “new” HSR rules that took effect on February 10, 2025 are no longer in effect. Yesterday, the Fifth Circuit denied the FTC’s motion to stay the district court’s order vacating the new HSR rules on the grounds...more
Companies seeking to sell their businesses are encouraged to ensure that they have or can access a copy of their “cafeteria plan” document before the due diligence process related to the sale transaction begins....more
Business sales or similar transactions can end in disaster due to overlooked tax liabilities and poor structuring. Key areas of risk include unrecorded state and local tax (SALT) nexus, improper worker classification, and...more
The Delaware Court of Chancery has reminded us again that the parties in business‑sale transactions must precisely draft restrictive covenants to be enforceable. In its March 4, 2026 decision in BluSky Restoration...more
Delaware courts traditionally scrutinize restrictive covenants in employment agreements but apply a more deferential standard when those covenants arise from the sale of a business. Even so, recent decisions make clear that...more
Delaware courts continue to apply increasing scrutiny to restrictive covenants, and recent decisions make clear that nonsolicitation provisions are no exception, even in the context of the sale of a business. In a recent...more
Comprar una empresa sin realizar debida diligencia es altamente riesgoso, aunque los riesgos no sean aparantes al inicio. En este episodio de "A Lo Legal En Par Minutos", Edwin Cortés, socio, y Michelle Sperling, abogada de...more
When a company is sold, senior executives and key personnel often stand to receive significant payments, such as transaction bonuses, accelerated equity vesting, severance, and earnout participation....more
Health care transactions are complicated and fraught with potential pitfalls; conducting these transactions in Florida presents its own unique challenges. This article addresses only health care law issues and is not intended...more
As part of the Ninth Act Amending the Tax Consultancy Act (Neuntes Gesetz zur Änderung des Steuerberatungsgesetzes), the German legislature is planning significant changes to the Real Estate Transfer Tax Act (RETT Act). These...more
For many middle-market business owners, 2026 could present an ideal window to explore a sale. With financing markets improved and private equity (PE) sitting on significant amounts of dry powder, strategic buyers are in a...more
Scrutinizing potentially anticompetitive transactions that do not meet merger control filing thresholds remains a high priority for many antitrust authorities, particularly in China and the EU. This continues to inject...more
2025 marked the start of a major transition for global merger control enforcement. Influenced by political agendas pushing for economic growth, investment, and innovation, antitrust authorities in key jurisdictions adopted a...more
As highlighted in our previous blog on state antitrust enforcement, states across the country are increasingly scrutinizing healthcare transactions and investments by private equity firms and other financial sponsors....more
As cross-border financing transactions continue to evolve in complexity, understanding the structural distinctions between United States and United Kingdom credit party frameworks is key for borrowers, lenders, and deal...more