Antitrust Considerations in Long-Term Care — Assisted Living and the Law Podcast
Current Executive Compensation Trends in Private Equity Transactions — Troutman Pepper Podcast
What Goes On Inside Your Boardroom? Investors Want To Know
Work This Way: A Labor & Employment Law Podcast - Episode 27: The Importance of Employment Counsel in Corporate Transactions with Laura Mallory and Ashley Parr of Maynard Nexsen
Podcast - Navigating M&A Due Diligence: Safeguarding Security Clearances
Multiemployer Pension Plans in Mergers and Acquisitions — Troutman Pepper Podcast
Podcast: Key Changes in Finalized Antitrust Merger Guidelines – Diagnosing Health Care
The Changing Landscape of State AG Antitrust Enforcement — Regulatory Oversight Podcast
Public M&A Day in Frankfurt
Fierce Competition Podcast | Takeaways From the Illumina-Grail Merger Challenge Saga
Hospital M&A Trends & Strategic Considerations for 2024
Hunting Outsized Returns with Jason Caplain of Bull City Venture Partners
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
JONES DAY TALKS®: Corporate Venture Capital: Market Overview, Trends in Deal Terms, and Special Considerations
M&A Compliance Due Diligence
PODCAST: Williams Mullen's Trending Now: An IP Podcast - AI Considerations in M&A Transactions and Contract Drafting
Business Better Podcast Episode: Investing in the New Mainstream Economy - A Conversation with Palladium Equity Partners
Counsel That Cares - Value-Based Care as a Long-Term Investment
Podcast - La Prima por Fusión
One IMS: Acquisition Stories | Trial Division of Precise, Inc.
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more
A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more
Due diligence may not be glamorous, but it is the bedrock of a successful deal. Put simply, due diligence is the process of meticulously examining every nook and cranny of a target company’s operations, finances, and legal...more
Deal structure matters, particularly in bankruptcy. The Third Circuit recently ruled that a creditor’s right to future royalty payments in a non-executory contract could be discharged in the counterparty-debtor’s bankruptcy....more
Representations and warranties play a crucial role in business transactions and are commonly used in merger and acquisition agreements to allocate risk between sellers and buyers. Accurate representations and reliable...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
Litigation rarely occurs in a vacuum. While no one has a crystal ball, and no in-house counsel can correctly predict every future dispute, examining litigation trends and data can help companies and their legal departments...more
Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory...more
It is no secret that a representations and warranties (R&W) insurer’s underwriting focus is informed by industry-specific risks and claims experience. For manufacturing businesses, aligning the buyer’s diligence plan and the...more
In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more
When acquiring or selling a company, many nuances exist in various stages of the process, some of which are not readily apparent on their face. One of those nuances is the interplay between accounts receivable and working...more
Energy Transfer LP v. The Williams Companies, Inc., No. 391, 2022 (Del. Oct. 10, 2023) - Busted-deal litigation is commonplace in Delaware and often requires Delaware courts to interpret provisions in merger agreements...more
Explore the landscape of the M&A Market and its impact on RWI with Woodruff Sawyer’s Emily Maier and Yelena Dunaevsky in this video. They examine both the broader trends and finer nuances shaping the Reps & Warranties...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., CA No. 2023-0128-JTL (Del. Ch. September 7, 2023) - Even where the parties have contractually agreed that specific performance is the preferred remedy for a breach,...more
Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023) - An Indiana corporation reorganized via bankruptcy into a Delaware LLC, and a senior note holder negotiated for...more
NetApp Inc. v. Cinelli, C.A. No. 2020-1000-LWW (Del. Ch. Aug. 2, 2023) - This decision arose out of the sale of the company Cloud Jumper to NetApp, Inc. The seller’s management had been recording internal software use as...more
The Eleventh Circuit Court of Appeals has recently affirmed a summary judgment order dismissing all claims by an importer of new Chinese construction equipment alleging a conspiracy to boycott and tortious interference with...more
Restanca, LLC v. House of Lithium, Ltd., C.A. No. 2022-0690-PAF (Del. Ch. Jun. 30, 2023) - The parties seeking specific performance of an agreement must establish a clear right to performance, including that all conditions...more
HControl Holdings LLC vs. Antin Infrastructure Partners S.A.S., C.A. 2023-0283-KSJM (Del. Ch. May 29, 2023) - In Delaware, buyers bear the burden of proving by a preponderance of the evidence their claims for breach of a...more
The Israel Competition Authority’s Director General recently announced that, subject to a hearing, she intends to rule that Strauss and Wyler Farm violated the Economic Competition Law and implemented a merger that could harm...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
A new case demonstrates the importance of conducting due diligence on compensatory arrangements and adjusting capitalization representations in merger agreements accordingly. Phantom equity is a form of employee...more
A Summary of HControl Holdings LLC, et al. v. Antin Infrastructure Partners. Defined terms are the battlefield for lawyers. Some terms are well trodden, while others are not. A recent case in the Delaware Court of...more