FCA Implications for M&A Transactions
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Mergers and Acquisitions - Key Issues in Today's M&A Deals
Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more
In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more
A “sandbagging” provision, sometimes referred to as a “pro-sandbagging” provision,) in an M&A agreement such as an—asset purchase agreement, stock purchase agreement, or merger agreement—states that a buyer's remedies against...more
In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more
In M&A transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties and related indemnification covenants....more
In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. The scope and detail of these...more
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more
A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more
All sellers or lessors of properties containing Fats, Oils, and Grease (FOG) generators, as defined in section 24-5(113) of the Code of Miami-Dade County (Code), are now required to disclose, at the time of conveyance or...more
Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often become less so as time passes,...more
In the English Court of Appeal's judgment in Drax Smart Generation Holdco Limited v Scottish Power Retail Holdings Limited [2024] EWCA Civ 477, it considered the validity of a notice of claim served pursuant to a share...more
Parties to transaction agreements often choose Delaware as the exclusive forum for disputes arising out of their transactions. This is common, where the parties are from diffuse geographic locations, but desire a single forum...more
According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Point Studies, the use of stand-alone indemnities in reported private company M&A transactions has increased from 69% in its 2007...more
Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more
This CLE course will cover the negotiation and structure of permit and license clauses in hotel purchase sale agreements, with an emphasis on liquor licenses. Our panel will discuss pitfalls in drafting and high priority...more
In a typical real estate transaction, there’s often a critical period between the closing and the official recording of documents—a period aptly known as the “gap.” This “gap” introduces a degree of risk, leaving room for...more
As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more
In mergers and acquisitions, both the seller and the buyer may need to include employment-related provisions in the M&A documentation. We have gathered together the most frequent and significant employment provisions for...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
Buying and selling commercial real property is expensive, starting with the price of the property and then adding the fees for inspections, insurance, recording, and commissions, if any....more
When it comes to real estate transactions, buyers are protected by the Purchase and Sale Agreement which operates as a contract between the buyer and seller. Purchase and sale agreements typically contain numerous...more