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EBITDA Merger Agreements

Stikeman Elliott LLP

Choose Your Words Carefully: Three Recent Earnout Cases Under Delaware Law

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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

Goulston & Storrs PC

Earnout 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: - Earnout provisions were included in 20% of the deals reported in the...more

Goulston & Storrs PC

Earnout Provisions What’s Market?

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 Point Studies: Earnout provisions were included in 27% of the deals reported in the 2019...more

Spilman Thomas & Battle, PLLC

Structured and Leveraged Buyout May Breach Fiduciary Obligations

Most mergers and acquisitions and bankruptcy practitioners are well aware of the ever-increasing use of leveraged buy-out ("LBO") by publicly traded companies and private equity groups alike in highly structured liquidation...more

Farrell Fritz, P.C.

Dissenting Shareholders’ Challenge to Appraisal of Famed East End Resort Hits Dead End

Farrell Fritz, P.C. on

Gurney’s Inn is an iconic oceanside resort located in Montauk, New York, on the eastern tip of Long Island’s South Fork affectionately known as “The End.”...more

Carlton Fields

Under the Microscope: Dissecting Errors to Evaluate RWI Damage Claims

Carlton Fields on

After an M&A transaction, a buyer may discover certain misrepresentations as to the target company’s historical reserves. These misrepresentations often result in a RWI claim by the acquiring company. In these cases, it is...more

Troutman Pepper

Mergers & Acquisitions 2019: USA Chapter

Troutman Pepper on

2018 M&A Numbers - Following 2017’s market decline, overall M&A volume trended in a positive direction in 2018. While the almost 20,000 transactions closed globally in 2018 did represent a 15 percent drop from the previous...more

Cooley LLP

Blog: MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of...

Cooley LLP on

M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Akorn Falls Far from the Tree: Delaware Chancery Court Finds a “Material Adverse Effect” for the First Time in Akorn,...

On October 1, 2018, the Delaware Court of Chancery found in Akorn, Inc. v. Fresenius Kabi AG, et al. that Fresenius was entitled to terminate its merger agreement with Akorn. ...more

Hogan Lovells

M&A Update - Delaware Court Of Chancery Makes Notable MAE Finding, Allows Fresenius To Terminate Proposed US$4.3 Billion...

Hogan Lovells on

On October 1, 2018, the Delaware Court of Chancery issued a post-trial opinion by Vice Chancellor Laster in which the court determined that Fresenius Kabi AG validly terminated its proposed US$4.3 billion acquisition of...more

Hogan Lovells

Corporate News - February 2017

Hogan Lovells on

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. ...more

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