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Mergers and Acquisitions - Key Issues in Today's M&A Deals
When M&A transactions end in post-closing disputes, the right to assert privilege with respect to communications that the acquired business conducted with its counsel pre-closing can be of critical importance and possibly...more
We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more
As is the case in most merger transactions, both the buyer and seller retain their own counsel. Generally speaking, pre-closing communications between the buyer or seller and their counsel are subject to the attorney-client...more
When there is a post-merger dispute between the representative of the selling stockholders and the buyer, the buyer might have access to privileged pre-merger attorney-client communications between the acquired company and...more
The Delaware Court of Chancery recently upheld a provision in a merger agreement that prevented the buyer from using privileged emails between the seller and its attorneys in post-closing litigation. The decision, in...more
In civil litigation, parties frequently communicate with consultants, tax advisors, friends, family, and others concerning the subject matter of the litigation, and such communications raise issues regarding the possible...more
When negotiating the sale of a business, legal counsel should be aware that the attorney-client privilege protecting communications between the seller and its legal counsel – including negotiations regarding the acquisition –...more
A recent Delaware Chancery Court opinion highlights the risk to sellers and their advisors that pre-closing communications could become evidence in a post-closing lawsuit related to the transaction. The opinion, Great Hill...more