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
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
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
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
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
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
New state and local laws might change employment salary due diligence and post-closing arrangements in M&A deals New state and local laws might change employment salary due diligence and post-closing arrangements in M&A...more