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Corporate Sales Transactions Stock Purchase Agreement

Goulston & Storrs PC

What's Market: Separate Escrows for Purchase Price Adjustments

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In mergers and acquisitions (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains provisions for post-closing purchase price...more

Goulston & Storrs PC

What's Market: Disclosure Schedule Updating

Goulston & Storrs PC on

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more

Wyrick Robbins Yates & Ponton LLP

Mechanics and Advantages of Reverse Triangular Mergers

In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax...more

Goulston & Storrs PC

After-Tax Indemnity Limitations (UPDATED)

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies... Originally Published in Bloomberg Law - May 2022. ...more

Stinson - Corporate & Securities Law Blog

“Too Much Dynamite” Can Override Indemnification Limitations

Online Healthnow, Inc. et al v. CIP OCL Investments, LLC et al considers whether certain indemnification limits violate the public policy of the State of Delaware....more

Farrell Fritz, P.C.

Appellate Ruling Puts Pappas v. Tzolis to the Test

Farrell Fritz, P.C. on

The New York Court of Appeals’ 2012 opinion in Pappas v Tzolis, decided in the wake and spirit of that court’s rulings the year before in the Centro Empresarial v America Movil and Arfa v Zamir cases, raised the bar for...more

Goulston & Storrs PC

Earnout Provisions What’s Market?

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Earnout provisions were included in 27% of the deals reported in the 2019...more

Stinson - Corporate & Securities Law Blog

Court Finds Buyer is not Required to Return Cash in Purported “Cash Free, Debt Free” Deal

Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all of its stock (the “Transaction”) in its wholly owned subsidiary, Deluxe Media...more

Goulston & Storrs PC

Compliance with Laws Representations

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

Gray Reed

Delaware Superior Court Holds Indemnification Provision Does Not Cover First-Party Claims for Legal Fees

Gray Reed on

In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are...more

Pullman & Comley, LLC

Is Now the Time to Buy or Sell? A Transactional Primer for Home Health Agencies

Pullman & Comley, LLC on

The focus that the COVID-19 pandemic has brought to nursing homes and similar facilities over the past year has created both an opportunity and a challenge for home health agencies (HHAs) throughout the country.  Care in the...more

Manatt, Phelps & Phillips, LLP

Founder’s Stock: Vesting and Acceleration

Founder’s stock refers to the equity granted, typically in the form of common stock, to founders of a company for their preformation efforts in building the company. This common stock is sold to founders at a nominal value at...more

Hogan Lovells

Quarterly Corporate / M&A Decisions Update: Q3 2018

Hogan Lovells on

This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. The update contains brief summaries of each decision with links to more robust discussions. ...more

Patterson Belknap Webb & Tyler LLP

Leaving the Contractual Term “Voting Power” Undefined Could Be Risky Business

What does the contractual term “voting power” mean? Does it refer only to the power to elect corporate directors, or does it refer to the power to vote on any fundamental matter of corporate governance? Is voting power an...more

Carlton Fields

Delaware Supreme Court Reverses Lower Court And Affirms Arbitrator’s Award

Carlton Fields on

Reversing the Court of Chancery’s ruling vacating an arbitration award, the Delaware Supreme Court held in SPX Corporation v. Garda USA, Inc. that the arbitrator’s decision should have been affirmed because the arbitrator’s...more

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