Mezzanine Lending Video Series (Episode 2)
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Jeff Bell Video Law Bulletin: Unusual Purchase Price Methodologies in M&A Transactions
Assessments, Condos vs. Town Homes
Yahoo's $30 Million May Be 'Underpay' for Summly's D'Aloisio
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
Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for...more
Purchase price adjustment provisions are designed to reflect changes in the target's financial condition that occur prior to the closing of the transaction. For example, if on January 1, a transaction is valued, or priced, at...more
The sale process can be a long, stressful, physically and emotionally draining, and disruptive to ongoing business operations. Planning well in advance of the desired sale date and engaging experienced professional advisors...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
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
The prohibition on fee splitting by professionals is alive and well in New York. The sale of a dental practice from one dentist to another was found to violate the state’s prohibition against fee splitting because the...more
35 Ankura's analysis of the 2023 purchase price allocation for transactions involving software and IT services companies by U.S.-based acquirers provides valuable insights into how developed technology, customer...more
Do we value our possessions more just because we own them? Sometimes. Does this association of value apply to businesses? Almost always. The Cost of Risk- Buyers and sellers of a business often find themselves with a...more
For the right transaction, a rollover of equity can add value for the buyer and the seller. Rollover equity is ownership in the buyer or its affiliates that is issued to a seller as payment for all or a portion of the...more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
In business purchase and sale transactions, the purchase price leads to some of the most contentious push and pull in negotiations. A majority of disagreements arise from each party’s valuation of the target company as well...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
Asset managers who invest in crypto assets are expanding their footprint as managers of capital for investors. Investors are increasingly seeking out asset managers that have expertise in crypto assets. Likewise, crypto asset...more
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 price...more
When acquiring or selling a company, many nuances exist in various stages of the process, some of which are not readily apparent on their face. One of those nuances is the interplay between accounts receivable and working...more
Many successful legal agreements begin with the term sheet; a document listing the key points of the business deal that has been struck between the parties. A deal point can be as simple as the purchase price, although with...more
This column was originally published on RENX.ca. When a deal to buy and sell land for development goes awry, an innocent purchaser can sue for the damages suffered....more
KEY ASPECTS OF REAL ESTATE ACQUISITIONS UNDER CHILEAN LAW - I. STANDARD FORMS OF AGREEMENTS - 1. Offer to Purchase: Offer to Purchase sets forth Buyer's offer of price, date for closing, contingencies for inspections,...more
After completing the arduous task of preparing to sell a business and agreeing to the terms in principle for a transaction in which a business owner will sell his or her “life’s work,” selling business owners (“Seller” or...more
Missouri AG Andrew Bailey filed a lawsuit against Dolgencorp, LLC, which does business as Dollar General, alleging the retailer violated the Missouri Merchandising Practices Act (MMPA) by routinely deceiving consumers about...more
Generally, net working capital is determined by subtracting the business’ current liabilities from its current assets, excluding cash. Transactions are commonly structured on a “cash free” basis with the seller retaining the...more
Rhode Island Attorney General Peter F. Neronha announced a total settlement of $557,815 with three car dealerships to resolve allegations that the dealerships...more
From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more
In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more