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Representations and Warranties Tax Liability

Troutman Pepper

What We're Seeing – 2022 Dealmaking Outlook

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The Rearview Mirror - Robust multiples and fear that the Biden administration might succeed in passing tax laws resulted in 2021 being one of the busiest years ever in the private equity space. Within the capital markets,...more

Hogan Lovells

Online HealthNow, Inc., et al: Anti-fraud provisions can be “too much dynamite” - Quarterly Corporate / M&A Decisions update...

Hogan Lovells on

The Delaware Court of Chancery in Online HealthNow, Inc., et al. v. CIP OCL Investments, LLC, et al., C.A. No. 2020-0654-JRS (Del. Ch. August 12, 2021) extended a recent line of cases declining to enforce seller-friendly...more

Morris James LLP

Chancery Addresses Ripeness for Indemnification Claims Concerning Tax Liabilities

Morris James LLP on

Hill v. LW Buyer LLC, C. A. No. 2017-0591-MTZ (Del. Ch. July 31, 2019). As this summary judgment decision illustrates, even where parties to a securities purchase agreement agree on a buyer’s entitlement to indemnification...more

Dechert LLP

Global Private Equity Newsletter - Winter 2019 Edition: U.S. Carve-Out Transactions: A Fertile Ground for Private Equity Firms

Dechert LLP on

Driven by the influence of shareholders, activists and competitive market forces, public companies are demonstrating renewed focus on their core businesses. Reductions in the U.S. corporate tax rate from 35% to 21% have...more

Lowndes

Seven Key Steps When Thinking About IP Due Diligence in Corporate Transactions

Lowndes on

Intellectual Property (IP) assets play an increasingly significant role in corporate transactions — small and large — and the importance of involving IP counsel, particularly on the buyer’s deal team, cannot be overstated....more

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