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Purchase Price Adjustment

Goulston & Storrs PC

Purchase Price Adjustments

Goulston & Storrs PC on

Market Trends: What You Need to Know - Based on the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Purchase price adjustments continue to be commonplace in M&A agreements. In the...more

Morrison & Foerster LLP

MoFo 2020 Asia Buyouts Report: Update On Deal Terms – Part 1: Pricing The Deal

Morrison & Foerster LLP on

We looked at 28 deals across Asia signed or closed pre-COVID-19 in which the buyer or a group of affiliated buyers acquired all or a significant majority of the outstanding equity of the target. We examined the common key...more

Morris James LLP

Chancery Addresses Contract and Fraud Claims Relating to M&A Post-Closing Price Adjustments

Morris James LLP on

Roma Landmark Theaters, LLC v. Cohen Exhibition Co., LLC, C.A. No. 2019-0585-PAF (Del. Ch. Sept. 30, 2020) - In Roma Landmark Theaters, the parties’ purchase agreement contained a framework for post-closing price...more

King & Spalding

M&A Purchase Price Considerations in the Context of COVID-19

King & Spalding on

Much like everything else in the world, M&A transactions must adjust in order to account for the impact of COVID-19. Arguably the most important feature in any M&A transaction is the purchase price. Set forth below are...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

Chambliss, Bahner & Stophel, P.C.

Practical Tips to Engaging in M&A Transactions in a COVID-19 World

Navigating M&A transactions can be a challenge in the best of times. Unfortunately, it would be difficult to call this the “best of times” from a business perspective given the current COVID-19 pandemic...more

King & Spalding

Impact of COVID-19 on M&A and Private Equity Transactions and Other Considerations

King & Spalding on

COVID-19 has spread rapidly across the world since it first emerged in late 2019 and has impacted everything from the way we work, to certain aspects of M&A and Private Equity transactions and the way in which they are...more

Dentons

M&A pricing: completion mechanisms

Dentons on

One of the key issues to be addressed in M&A transactions is the determination of the purchase price when signing of the share purchase agreement (“SPA”) and the completion of the deal do not coincide. Depending on the...more

Foley Hoag LLP - Advertising and Marketing

Phantom Savings: Bargain Shoppers Cry Foul Over Alleged Fictitious Pricing Schemes

On March 19, 2017, Marilu Calderon went shopping at the Kate Spade outlet store in Carlsbad, California, and a “Flavor of the Month” charm pendant caught her eye. The price on the tag was $78.00, but in-store signs stated...more

Weil, Gotshal & Manges LLP

The Zebra versus Striped Horse Phenomenon Rears its Head Again—Distinguishing an Expert Determination from an Arbitration

Scientists have apparently concluded that ancient horses had stripe-like coats similar to zebra. But domestication and human selection of the most appealing look for a horse caused those stripes to disappear over time. ...more

Troutman Pepper

Delaware Chancery Court Finds Purchase Agreement Shows Parties' 'Clear Intention' to Arbitrate Net Working Capital Dispute

Troutman Pepper on

A recent opinion from the Delaware Court of Chancery reinforces the importance of using clear language when drafting dispute resolution clauses. In Agiliance, Inc. v. Resolver SOAR, LLC, No. 2018-0389-TMR, 2019 Del. Ch. LEXIS...more

Weil, Gotshal & Manges LLP

A Delaware Supreme Court Footnote Reignites Concerns about the Reliability of Contractual Representations & Warranties--Are Deal...

Earlier this year, in Eagle Force Holdings LLC v. Campbell, the Delaware Supreme Court created a stir in some parts of the deal lawyer community as the result of a footnote that was otherwise irrelevant to its holding. That...more

Goulston & Storrs PC

Trends in M&A Transactions: Separate Escrows for Purchase Price Adjustments

Goulston & Storrs PC on

In mergers and acquisitions (“M&A”) transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains provisions for post-closing purchase...more

Bracewell LLP

Steel and Aluminum Tariffs: Time to Dust Off the Price Adjustment Clause?

Bracewell LLP on

The continued and controversial imposition of tariffs has not only resulted in global economic and political fallout but has also adversely affected contractual relationships for suppliers, manufacturers, contractors and...more

Sherman & Howard L.L.C.

Addressing the Steel and Aluminum Tariffs in the Construction Industry

On March 8, 2018, President Trump’s administration signed two proclamations levying a twenty-five percent tariff on imported steel and a ten percent tariff on aluminum, both of which went into effect on March 23, 2018. ...more

Hogan Lovells

Seller Beware: Advertising "On Sale" Pricing Can Lead to Legal Trouble

Hogan Lovells on

A wave of recent putative class action cases alleging violations of federal pricing guidelines and the consumer protection laws of various states is having a major impact on the retail sector. Please see full Publication...more

Dechert LLP

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

Kramer Levin Naftalis & Frankel LLP

Funds Talk: September 2017 - Buyer and Seller Considerations in Asset Management M&A Transactions

By many measures, mergers and acquisitions (M&A) activity in the investment management space for 2017 is on track to meet or exceed the brisk pace of activity seen in 2016. Whether the desire that drives them is securing...more

Jones Day

Delaware Supreme Court Reverses Chancellor's Chicago Bridge Ruling - Authority of Independent Auditor to Resolve Purchase Price...

Jones Day on

In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more

Cooley LLP

Blog: Chicago Bridge Reversal Reiterates Need for Consistent Accounting in Working Capital True-Up

Cooley LLP on

The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference...more

Holland & Knight LLP

Federal Circuit Denies Claim Under SCA Price Adjustment Clause for Pension Withdrawal Liability

Holland & Knight LLP on

Last month, the U.S. Court of Appeals for the Federal Circuit (CAFC) affirmed a decision of the U.S. Court of Federal Claims upholding and NASA’s denial of a claim in the amount of about $2 million for reimbursement pension...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

Cooley LLP

Blog: $2 Billion Purchase Price Dispute Over GAAP Compliance Highlights Need for Careful Drafting

Cooley LLP on

Purchase price adjustments are common features (2015 SRS study: 77% of deals) of private merger agreements that are generally intended to ensure that the acquired company will have the same level of cash or working capital to...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

Morris James LLP

Court Of Chancery Addresses Who Is To Do Post-Closing Adjustments

Morris James LLP on

Many contracts for the sale of a company have a provision addressing how the parties should resolve disagreements concerning post-closing adjustments to the sale price. Exactly who is to resolve those disputes (be it an...more

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