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Mergers › Contract Drafting › Merger Agreements

Fenwick & West LLP

Buy-Side M&A Playbook: Drafting Definitive Agreements - The Road to Closing

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This article is part of Fenwick's "Buy-Side M&A Playbook" series, published as part of the Silicon Valley Defense Group's Industry Collaboration Toolkit....more

Goodwin

Crafting a Competitive LOI in Lower Middle Market M&A

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In the lower middle market — typically deals between $10 million and $100 million — the letter of intent (LOI) serves as a pivotal document that sets the tone for the transaction, shapes the seller’s expectations, and...more

Mitratech Holdings, Inc

[Webinar] How Innovative Firms Are Using AI to Improve Your Legal Work | Session #2 Corporate/M&A - November 19th, 12:00 pm ET

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This is a second part of the AdvanceLaw Innovative Law Firm Webinar Series that will focus on AI innovation in AdvanceLaw firm Corporate/M&A practices. ...more

Goodwin

Survival Guide to Structuring Life Sciences Partnering and M+A Agreements

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The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more

Goodwin

Acquirer Beware: “Material Adverse Effects” in Merger Contracts and How Shifting Reimbursement Rates Impact the Healthcare Sector

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On July 9, 2021, the Delaware Court of Chancery (Slights, V.C.) issued an opinion in Bardy Diagnostics, Inc. v. Hill-Rom, Inc., No. 2021-0175-JRS, concluding that the requirements of a “material adverse effect” (“MAE”) clause...more

Chambliss, Bahner & Stophel, P.C.

Mergers and Acquisitions - Key Issues in Today's M&A Deals

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From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care,...more

Goodwin

English Court Rules On COVID-19 Material Adverse Effect In M&A Transaction

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On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more

White & Case LLP

Ahead of the pack: US M&A 2019: Key dealmaking decisions from Delaware and New York

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We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more

White and Williams LLP

Delaware Chancery Court Addresses the Seller’s Preservation of Privilege Post-Closing

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Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more

Hutchison PLLC

Getting Counsel to Draft #MeToo Reps and a “Weinstein Clause” into Your Offer Terms

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Contemplating a merger? Making an acquisition? Doing a deal with another company can be challenging enough, without having to take on legal liability for the behavior of a company’s leadership, particularly where success of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Analyzing Akorn: Delaware’s First M&A Termination Under Material Adverse Effect

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On October 1, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a 246-page post-trial opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that denied the seller’s (Akorn) request...more

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