Expert or Arbitrator? — PE Pathways Podcast
PODCAST: Williams Mullen's Trending Now: An IP Podcast - IP and M&A Transactions
What's Important to Get Right in the Term Sheet?
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
How to prepare for a merger and acquisition in logistics and transportation
Mergers and Acquisitions - Key Issues in Today's M&A Deals
In-house Roundhouse: Integrating Companies Post-Merger
M&As – Novation and Recertification
FCPA Compliance and Ethics Report-Episode 158-Jeff Lurie on pre-acquisition M&A protocols
Dentons Dacheng Deal Done: Will BigLaw Follow Suit?
A recent Delaware Chancery Court opinion offers a significant example of how courts may apply complex probability analysis to determine the amount of damages in an earnout dispute. The case arose from Alexion Pharmaceuticals,...more
On June 11, 2025, the Delaware Court of Chancery found Alexion Pharmaceuticals liable for more than $180 million in damages to former stockholders of Syntimmune, Inc., following the Court’s September 2024 ruling that Alexion...more
In two significant recent opinions, the Delaware Chancery Court ruled against the buyers of life sciences companies, holding that they failed to apply commercially reasonable efforts to achieve earnout milestones. In Fortis...more
In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions. Most notably, in one of the largest judgments ever awarded by the Court, it found Johnson &...more
In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more
In Crispo v. Musk, the Delaware Court of Chancery considered the enforceability of a so-called “Con Ed” provision contained in a merger agreement governing the well-publicized and troubled acquisition of Twitter, Inc....more
The American Bar Association (ABA) 2020 – 2021 Private Target Mergers & Acquisitions Deal Points Study[1] analyzed publicly available acquisition agreements for 123 transactions executed and/or completed in 2020 and the first...more
The Remedy of Divestiture: Steves and Sons, Inc. v. JELD-WEN, Inc. For what is believed to be the first time ever, a private plaintiff successfully challenged an already consummated merger under antitrust law and won...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies - Inclusion of damage mitigation provisions in merger and acquisition...more
When one party to an M&A agreement alleges that the other breached its representations and warranties, the damages analysis can be complex, depending on the terms of the agreement. Generally, a claim for indemnification due...more
No One Likes a Bad Deal- Sometimes an acquired company’s revenues and earnings decline substantially following an acquisition. The investment is worth less to the new owner and the reputations of the deal team that...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
Representations and warranties play an important role in M&A agreements by providing valuable disclosures and allocating risks between the parties. Representations regarding the target company’s financial statements are...more
Genuine Parts Company v. Essendant Inc., C.A. No. 2018-0730-JRS (Del. Ch. Sept. 9, 2019). Termination fee provisions are commonplace buy-side protection in M&A transactions intended to recoup a failed prospective...more
On September 9, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied Essendant Inc.’s motion to dismiss an action for breach of a merger agreement brought by Genuine Parts Company...more
The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 fashioned a powerful defense in post-closing money damages cases for boards of directors by finding that business judgment deference applies...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more
On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s...more