News & Analysis as of

Representations and Warranties Merger Agreements Acquisitions

Skadden, Arps, Slate, Meagher & Flom LLP

M&A in the AI Era: Key Deal Terms To Watch

The accelerated development of artificial intelligence (AI) has shown the transformative potential of the technology across industries, making it an integral part of strategic planning for market participants, from technology...more

Woodruff Sawyer

Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?

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Explore the landscape of the M&A Market and its impact on RWI with Woodruff Sawyer’s Emily Maier and Yelena Dunaevsky in this video. They examine both the broader trends and finer nuances shaping the Reps & Warranties...more

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

M&A Insurance: 2023 First Quarter Roundup

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With March now squarely in the rearview mirror, we thought it was time to look at the first quarter of 2023 from a historical perspective in terms of pricing and retentions and to discuss some emerging trends....more

Goodwin

Notable Differences Between US and UK M&A Deal Terms

Goodwin on

Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential...more

Woodruff Sawyer

M&A Minute: What’s the Minimum Deal Size for RWI?

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Clients and potential clients often ask me, “What is the smallest deal you can work with?” I explain that representations and warranties (R&W) insurance usually doesn’t have to do with the deal size; it has everything to do...more

J.S. Held

[Webinar] Post-Merger & Acquisition Dispute Resolution - December 7th, 12:30 pm - 1:30 pm EST

J.S. Held on

Global Investigations expert Frank Lazzara, CPA, CFF, ABV, CFE, and Economic Damages & Valuations expert David Golbahar, CPA, CFF, CGMA, will present a one-hour* course, which will cover: - An overview of purchase price...more

Woodruff Sawyer

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

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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

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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

Woodruff Sawyer

The RWI Market Is Rapidly Evolving: Get the Latest Figures

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Although the Representations and Warranties Insurance (RWI) market is relatively small, it’s rapidly developing. In this market update, we will review the latest figures on pricing and quote rates, discuss challenging deals...more

Woodruff Sawyer

Reps & Warranties: Spring 2022 Trends to Watch

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Insights Emily MaierSenior Vice President, National Group Leader - M&A InsuranceEditor, Mergers & Acquisitions May 26, 2022 /Mergers & Acquisitions We know it’s essential to keep our clients as up to date as possible in the...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Court of Chancery Issues Precedential Decision Addressing the Impact of COVID-19 on M&A Transaction, Finding Violation of...

In AB Stable VIII LLC v. Maps Hotels and Resorts One LLC, the Delaware Court of Chancery issued a precedential decision addressing whether a buyer could walk away from an M&A transaction because the target company’s responses...more

Nutter McClennen & Fish LLP

Effects Of COVID-19 on the M&A Market: Working Capital Adjustments; Due Diligence; Representations; Post-Signing Considerations

This is the second installment of a two-part series highlighting M&A transaction issues for buyers and sellers to consider in light of COVID-19. ...more

White and Williams LLP

Does The Coronavirus Pandemic Constitute A Material Adverse Effect?

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As COVID-19 – commonly known as coronavirus – continues to send shock waves through global markets and industries, dealmakers are considering whether they can terminate, or renegotiate, M&A transactions that they have entered...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Declines to Find a Material Adverse Effect and Orders Specific Performance of a Merger

On December 18, 2019, the Delaware Court of Chancery issued a 119-page post-trial memorandum opinion 1) rejecting a buyer's argument that the target company had breached representations and warranties in the parties' merger...more

White & Case LLP

Peak performance: US M&A in 2018: Deal changing decisions from Delaware

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In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more

Hutchison PLLC

Getting Counsel to Draft #MeToo Reps and a “Weinstein Clause” into Your Offer Terms

Hutchison PLLC on

Contemplating a merger? Making an acquisition? Doing a deal with another company can be challenging enough, without having to take on legal liability for the behavior of a company’s leadership, particularly where success of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Affirms Akorn

On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more

Fenwick & West LLP

Akorn v. Fresenius: Important Practical Lessons from First-Ever Material Adverse Effect

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On October 1, in Akorn v. Fresenius Kabi, the Delaware Court of Chancery for the first time found that a material adverse effect — or MAE — had occurred in a merger transaction, which, combined with other breaches of the...more

Dechert LLP

Recent Delaware Case Makes First Finding of "Material Adverse Effect": Key Takeaways

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The recent decision of the Delaware Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG et. al is the first time a Delaware court has found a material adverse effect in the M&A context, and reinforces current Delaware law...more

White and Williams LLP

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

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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

Hogan Lovells

Preserving or Eliminating Fraud Claims in M&A Transactions (Update)

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In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more

Snell & Wilmer

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

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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

Bracewell LLP

Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New...

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On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s...more

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