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You've put in your time, raised capital appropriately, surrounded yourself with a top-notch team, built a great product, and demonstrated the right metrics — so, is now a good time to ride into the sunset? Well, in 2023,...more
Most owners have an idea what they think their business is worth, even if they aren’t planning on selling it. Because small business owners are an extremely diverse group in terms of their thought processes, they arrive at...more
2021 M&A Deal Activity – In the past year, deal making in the middle market set a historic pace. Private Equity firms closed an estimated 8,624 deals for a combined $1.2 trillion—around a 50% increase from previous annual...more
COVID-19 has created unparalleled uncertainty for nearly all businesses since companies are unable to predict when and how businesses and consumers will resume buying their goods and services. This unpredictability has made...more
Investors pursing global investment opportunities across the sports industry should be aware of the key considerations likely to apply to the M&A process amid the coronavirus (COVID-19) pandemic....more
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
The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more
The Situation: In a significant decision, a Delaware court found that a target company has suffered a material adverse effect ("MAE"), allowing a would-be buyer to abandon an announced merger. The Case: In Akorn, Inc. v....more
This opinion arises out of the appraisal proceeding relating to Hewlett-Packard’s purchase of Aruba Networks. The case led to two notable opinions, so far. The first notable opinion was the Court’s original post-trial...more
On December 14, the Delaware Supreme Court released a long-awaited opinion in Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd. that reversed and remanded a high-profile appraisal case decided by the Delaware Court...more
Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more
In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Court of Chancery declined to permit the purchaser of a business to recover a working capital shortfall as a result of a purchase price...more
On August 1, 2017, the Delaware Supreme Court issued an en banc opinion in DFC Global Corporation v. Muirfield Value Partners, L.P., et al., reversing the Delaware Court of Chancery's decision regarding the fair value of DFC...more
On July 21, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery (i) entered judgment in favor of defendants Sprint Nextel Corporation (“Sprint”) and Softbank Corp. (“Softbank”) on claims of breaches of...more
In its recent decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court offered guidance on the interpretation of the “commercially reasonable efforts” standard in a merger...more
Marcellus Shale drilling was taking off, and the owner of an oil and gas service company fielded a buyout offer from a Wall Street private equity firm. Golden opportunity, right?...more