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In the lower middle market — typically deals between $10 million and $100 million — the letter of intent (LOI) serves as a pivotal document that sets the tone for the transaction, shapes the seller’s expectations, and...more
In this week's episode of OK at Work, Sarah Sawyer and Russell Berger from Offit Kurman discuss the impact of current economic uncertainty on business transactions. They share insights on how businesses can protect...more
Negotiating a basket mechanism into your merger or acquisition agreement? One of the questions it pays to ask (and answer) early on is how that basket mechanism will function with the retention amount you will be negotiating...more
Transition Service Agreements (TSAs) play a critical role in acquisitions across various industries. These agreements outline the terms whereby the divested company pays (or receives payment from) the parent company for...more
Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more
In today’s rapidly evolving business landscape, mergers and acquisitions (“M&A”) remain a common strategic priority for companies aiming to grow, innovate, or strengthen their market position. However, the complexity of these...more
On March 19, 2025, the German Federal Labor Court ("BAG") ruled that clauses that qualify as general terms and conditions and stipulate that virtual option rights that are already vested at the time of termination of an...more
Q1: How can proactive risk management strategies help businesses navigate regulatory and economic uncertainties? The last few years have offered some, often difficult, lessons to many businesses who found themselves...more
“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more
Prolonged or failed M&A transactions can tie up capital, increase transaction costs, and delay returns of exit proceeds. Managing the interim period between signing and closing is increasingly critical in M&A transactions,...more
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more
In most M&A deals involving private targets (including the sales of divisions of publicly traded companies), the purchase agreement will include a baseline dollar value for the target, with several adjustments. Often, the...more
In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more
Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more
Join Oliva Gibbs LLP's co-owners Brad Gibbs and Zack Oliva, alongside Partner Patrick Schenkel, as they delve into the intricacies of transactional law in the oil and gas sector. From navigating jurisdiction-specific...more
While the new year presents an opportunity for businesses to look forward and set goals for performance in 2025, former owners of medical practices or other health care-related businesses who sold their enterprises in 2024...more
Cannabis operators and ancillary service providers face mounting losses and liabilities from theft, cyber-attacks, natural disasters, product recalls, text marketing, and employment wage and hour issues. In 2022, risk...more
As the impact of COVID-19 on financial markets continues to play out, so does its effect on M&A transactions. Many deals have been cancelled or are on hold as parties struggle with valuation, availability of financing, and...more
The COVID-19 pandemic is bringing unprecedented disruption to the global M&A market. Even in today’s uncertain environment, however, certain deals are still moving forward. To usher existing agreements to successful...more
It is without question that changes to present-day life caused by the spread of COVID-19 are both material and adverse, in the traditional sense of these words. This is true for countries, communities, businesses and...more
The coronavirus (COVID-19) global pandemic continues to dominate worldwide news cycles, and will likely do so for the foreseeable future. Parties to business transactions might be left wondering how the coronavirus and...more
The novel coronavirus (COVID-19) has already proven to have profound social, political and economic effects on the world, impacting nearly every continent, community and business sector. With the growing uncertainty about...more
Although COVID-19 is rightfully viewed primarily as a public health and humanitarian issue, it is worth considering the potential impacts of the virus on M&A activity as this dynamic situation unfolds. We are seeing the issue...more
As we move into 2020, there are signs that the M&A market may be slowing down. Global trade issues, rising prices for target companies, and political uncertainty in the US all may contribute to reduced deal activity in the...more
Over the past few years, many manufacturing industries have faced a new trend: reseller (i.e., distributor or dealer) consolidation within channel networks. From the manufacturer’s standpoint, there is clear upside to this...more