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Mergers Purchase Price Adjustment

Goodwin

Notable Differences Between US and UK M&A Deal Terms

Goodwin on

Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential...more

Dorsey & Whitney LLP

The Locked Box - Unlocked

Dorsey & Whitney LLP on

By now, probably everyone that works in M&A or private equity has heard of the concept of a locked box as an alternative to completion accounts (or, in the U.S., “closing accounts”) on a deal....more

Cooley LLP

Locking the Box in Private M&A Transactions – Myths and Facts

Cooley LLP on

Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the...more

Foley & Lardner LLP

Accounting in M&A Deals – Navigating the Numbers

Foley & Lardner LLP on

A key to success for any growth company is navigating the numbers, with success and visibility in accounting and finance, preferably up and to the right. Nowadays, companies are experiencing accounting challenges as they...more

Goodwin

Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition

Goodwin on

Rhode Island Federal Court Dismisses Securities Class Action Against CVS Arising From Statements Made After Omnicare Acquisition; SEC Division of Corporation Finance Suggests Companies Issue Additional Disclosures When...more

Pillsbury Winthrop Shaw Pittman LLP

Golden Rule: Compliance Over Consistency in Purchase Price Adjustments

Delaware Court of Chancery holds that specific accounting principles in a merger agreement will govern, even though it may result in a different approach to accounting standards for determining the target’s tangible net worth...more

White and Williams LLP

M&A Wars Continued: Does the Seller Have an Exit Strategy?

A great deal has been written about the M&A wars, including our prior alerts regarding the issues that arise when a buyer attempts to terminate a deal as a result of a seller material adverse effect (MAE) or the inability of...more

Morrison & Foerster LLP

Acquisition Financing in the United States: 2017… Uncertainty!

Global M&A was sluggish in the beginning of 2016, but ended strong with a fourth quarter burst of activity. While aggregate 2016 deal volumes dropped 16% from the highs of 2015, Thomson Reuters reports that 2016 global deal...more

Foley Hoag LLP

Considerations for the Acquisition of a Non-U.S. Company by a U.S. Public Company

Foley Hoag LLP on

When it is time to sell a company, there are a number of financial and legal steps a business should consider to ready itself for a merger or acquisition. When the potential buyer is a U.S. public company, that list may get...more

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