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
Double Tax- The shareholders of C corporations have long sought legitimate operational and transactional structures by which they may reduce the double tax hit that is realized when such a corporation distributes its...more
Yesterday's post concerned a recent ruling by U.S. District Court Judge Phyllis J. Hamilton concerning whether a plaintiff's purchase of a cryptocurrency was subject to qualification as an "issuer transaction" under the...more
What Are Pre-funded Warrants? - Pre-funded warrants are a type of warrant that allows its holder to purchase a specified number of a company’s securities at a nominal exercise price. The nominal exercise price is...more
The Delaware Supreme Court offered further guidance this week on the weight to be accorded a negotiated deal price in the context of shareholder appraisal litigation, which of course is important to businesses and counsel...more
In November, the Delaware Court of Chancery issued a decision that raises troubling questions about commonly used techniques in private company acquisitions and that, if not modified on appeal or through legislation, could...more
In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more
The Delaware Chancery Court recently invalidated a buyer’s attempt to obtain a release and indemnification obligations from selling stockholders of a Delaware corporation that was acquired in a merger. The ruling will require...more