In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more
While sellers typically initiate the first drafts of commercial real estate purchase and sale agreements, some larger buyers have the leverage to require use of their own form agreements. Sellers in these situations should be...more
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more
This article is the first in a series on common issues of critical importance to sellers in private company M&A- An equity roll is an agreement between a Buyer and a Seller in an M&A deal where the Seller (typically a...more
It’s nice to get paid. Giving up control of your business? Well… that’s a different story. On closing the sale of a business, owners realize a dramatic financial return on their investment. However, few buyers are willing to...more
Although a majority of buyers in real estate transactions rely on their own inspections of property, most real estate purchase and sale agreements contain some seller representations and warranties regarding key factual...more
When it comes to real estate transactions, buyers are protected by the Purchase and Sale Agreement which operates as a contract between the buyer and seller. Purchase and sale agreements typically contain numerous...more
Mergers and acquisitions (M&A) have been common in the U.S. and global economy for over a century and are undertaken to accomplish a range of economic objectives by deal participants. Within the subset of M&A that are...more
Traduction en cours. Can the buyer in a M&A transaction who takes possession of the seller’s or target company’s privileged communications on closing use those communications in a post-closing dispute against the seller?...more
You found the right site. You completed the due diligence and are negotiating the purchase and sale agreement. Now you must raise the equity. You have multiple sources, each with differing financial issues from tax to return...more
Changing market dynamics have led buyers to assess available options to address post-closing target company issues. Amid the buoyant market of 2021 and early 2022, compressed deal timelines and frenzied competition...more
Post-acquisition Mergers & Acquisitions (“M&A”) disputes are often caused by the timing of a transaction closing and the subsequent true-up of the estimated closing date balance sheet. However, with adequate planning and...more
Due diligence is an important preliminary step before one company acquires another or an investor puts millions behind an existing firm. When a target company performs government contracts or subcontracts, it is critical that...more
On March 9, 2022, the Delaware Court of Chancery issued a post-trial decision in Arwood v. AW Site Services, LLC, subsequently amended on March 24, 2022. The plaintiff, John Arwood, had spent decades building a waste...more
On February 14, 2022, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion to dismiss a post-closing damages action for breaches of fiduciary duty brought by former stockholders of Authentix...more
When M&A transactions end in post-closing disputes, the right to assert privilege with respect to communications that the acquired business conducted with its counsel pre-closing can be of critical importance and possibly...more
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
Purchasing contaminated property in Ohio became a little less risky this week. Purchasers can now obtain protection under both federal and state law from costly remediation orders imposed by the U.S. Environmental Protection...more
Potential buyers and lenders evaluate existing leases of stabilized properties and anticipated lease income of value-add projects in determining which assets to acquire or finance. Rental income, whether existing or...more
There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more
Litigators are familiar with the attorney-client privilege as the focus of many discovery disputes, but transactional lawyers increasingly recognize the privilege as an asset that may or may not be part of the bargain in a...more
Based on a recent Delaware Chancery Court decision, parties outside of a transaction—not just the buyer or seller—may be able to enforce continuing employment provisions in a purchase agreement. This decision shows that a...more
In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and...more
Normally you don’t associate the lucrative sale of a closely held business with bitter disputes among the co-owners leading to judicial dissolution proceedings. When the cake is big enough, the thinking goes, each owner walks...more
In Shareholder Representative Services LLC v. RSI Holdco, LLC, the Delaware Court of Chancery held that the sellers of a target corporation retained the right to assert attorney-client privilege over pre-merger communications...more