Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Nota Bene Episode 117: The Critical Nature of Labor & Employment Diligence in Corporate Transactions with Kevin Cloutier and Shawn Fabian
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Buying or Selling a Business that Borrowed a PPP Loan
Do I need an attorney if I am buying or selling a business?
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023....more
Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates...more
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
When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing...more
Distressed mergers and acquisitions (M&A) involve companies in financial or operational distress, potentially on the brink of insolvency or already grappling with significant debt burdens. These transactions are typically...more
In merger and acquisition (M&A) transactions, the earn-out mechanism serves as a strategic tool for conditional payment based on the prospective performance of the acquired entity. This mechanism is particularly prevalent in...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER SPANISH LAW - I. Procedure of a real estate transaction - 1. Formal procedure of a real estate transaction in Spain starting from the signing of the purchase agreement...more
The U.S. is coming off of two years of historically low interest rates and a tremendous amount of liquidity, factors that created a very strong sellers’ market in 2021 and 2022.This year, while there is still a lot of dry...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ROMANIAN LAW - I. Types of Real Property Transactions - A. Purchase of an undeveloped plot of land (agricultural); B. Purchase of brownfield renewable power generation...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
Key Facts of Real Estate Acquisitions Under Argentinian Law - I. INTRODUCTION. Below you will find a brief outline of the legal regulation of the acquisition of real estate property in Argentina, which is mainly...more
Acquisition agreements in M&A transactions frequently include provision for payment to be made at closing based on estimates of certain financial metrics that are later subject to a purchase price adjustment based on a final...more
Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ARGENTINIAN LAW - Below you will find a brief outline of the legal regulation of the acquisition of real estate property in Argentina, which is mainly governed by the Argentine...more
If you are a business owner contemplating the sale of your business, or an individual considering entrepreneurship through acquisition, you may be wondering “what are the steps in a purchase and sale of a business?”...more
In this episode, host Ericka Adler, Roetzel shareholder and Health Law Practice Group Leader, is joined by Sam Zanayed, Vice President of Huntington Practice Finance, to discuss five important financial steps healthcare...more
\This December, the Delaware Supreme Court penned two decisions that shined the spotlight on purchase agreement provisions that are often afterthoughts in negotiations. In Golden Rule Financial Corporation v. Shareholder...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ARGENTINIAN LAW - I. INTRODUCTION. Below you will find a brief outline of the legal regulation of the acquisition of real estate property in Argentina, which is mainly governed...more
A private M&A purchase agreement customarily includes extensive representations and warranties and indemnification provisions. Post-closing, if the buyer alleges a breach of those provisions claiming significant damages, and...more
Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more
Because nearly every company has a workforce, labor and employment issues permeate nearly every transaction. Employment-law successor liability presents a substantial risk in transactions even when purchase agreements...more
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
The decision leaves the door open for buyers to argue that inflexible ordinary course covenants can provide a basis to terminate a transaction in which a seller does not suffer an MAE. Key Points: ..The Delaware Court...more