SaaS Transactions: Data-Related Issues in SaaS Agreements - Tech Podcast
Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more
As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more
In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more
Clients and potential clients often ask me, “What is the smallest deal you can work with?” I explain that representations and warranties (R&W) insurance usually doesn’t have to do with the deal size; it has everything to do...more
While M&A practitioners have long taken the view that Delaware is a “pro-sandbagging” state, a recent case in the Delaware Court of Chancery has added concrete authority to that position. In Arwood v. AW Site Services (March...more
Litigation following mergers and acquisitions has always been a source of important judicial decisions on critical legal issues. However, can it tell us more about the state of the deal market and where future disputes may be...more
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
Horton v. Organogenesis Inc.,C.A. No. 2018-0537-KSJM (Del. Ch. July 22, 2019). Sellers in merger agreements generally agree to indemnify buyers for certain “Losses” but require the buyers to provide timely notice of...more
In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more