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Representations and Warranties Breach of Warranty

Snell & Wilmer

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

Snell & Wilmer on

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

Dechert LLP

Sandbagging in M&A Transactions: Default Rules in Delaware, New York and California

Dechert LLP on

One of the most confusing legal issues facing foreign buyers of U.S. assets is governing law. Especially for Asia-based clients whose legal system is civil law based and uniform throughout the country, the U.S.’s state...more

Morris James LLP

Do Post-Closing Merger Price Adjustments Comport With DGCL?

Morris James LLP on

Delaware courts have routinely upheld post-closing merger price adjustments that comply with the requirements of Section 251 of the Delaware General Corporation Law. To allow stockholders to make an informed decision as to...more

Mintz

Survival of Reps and Warranties: Avoiding Unpleasant Surprises for Buyers

Mintz on

Survival of representations and warranties (“reps and warranties”) is among the staples of highly negotiated provisions in M&A purchase agreements. The length of the survival period limits the time during which claims may be...more

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