News & Analysis as of

Purchase Agreement Merger Agreements Mergers

Kramer Levin Naftalis & Frankel LLP

Case Alert: AluminumSource, LLC v. LLFlex, LLC

A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more

Woodruff Sawyer

R&W Claims 101: Key Policy Sections That Impact Claims

Woodruff Sawyer on

Though reps and warranties insurance policies are becoming increasingly common in the mergers and acquisitions (M&A) world, there is much less familiarity with the handling of any resulting claims. Even seasoned clients and...more

Woodruff Sawyer

R&W Claims 101: Types of Claims

Woodruff Sawyer on

Representations and warranties (R&W) insurance covers a breach of the reps and warranties contained in the purchase agreement governing a merger or acquisition. Since reps and warranties insurance policies are...more

Chambliss, Bahner & Stophel, P.C.

Mergers and Acquisitions - Key Issues in Today's M&A Deals

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

Dorsey & Whitney LLP

Delaware Court of Chancery Strictly Construes Shareholder Representative Provision, Complicating Discovery from Shareholders

Dorsey & Whitney LLP on

Following a recent Delaware case, buyers in M&A deals should ensure that their purchase agreements adequately provide for access to information from the seller in case of post-closing disputes. In Fortis Advisors, LLC v....more

Bass, Berry & Sims PLC

COVID-19 and Material Adverse Change: M&A and Financing Considerations

Bass, Berry & Sims PLC on

The novel coronavirus (COVID-19) has already proven to have profound social, political and economic effects on the world, impacting nearly every continent, community and business sector. With the growing uncertainty about...more

McDermott Will & Emery

Delaware Opens the Door to Third-Party Beneficiaries

McDermott Will & Emery on

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

White and Williams LLP

Delaware Chancery Court Addresses the Seller’s Preservation of Privilege Post-Closing

White and Williams LLP on

Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more

White and Williams LLP

Reps & Warranties Insurance Claims – Observations on AIG’s 2018 Claims Report

White and Williams LLP on

In this post, we summarize some of the highlights from AIG’s recently published Mergers and Acquisitions 2018 Claims Report, and include our own observations on the role that Representations and Warranties Insurance (R&W...more

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