In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more
4/20/2022
/ Acquisition Agreements ,
Asset Purchase Agreements ,
Breach of Contract ,
Buyers ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Delaware ,
Fraudulent Inducement ,
Indemnification ,
Representations and Warranties ,
Sandbagging ,
Sellers
United States Senator Elizabeth Warren (D-Mass.) and United States Representative Mondaire Jones (D-N.Y.) on March 16, 2022 introduced the Prohibiting Anticompetitive Mergers Act (the “Act”) to ban what they’ve called “the...more
4/19/2022
/ Anti-Competitive ,
Anticompetitive Behavior ,
Antitrust Provisions ,
Competition ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Merger Controls ,
Proposed Legislation ,
Regulatory Agenda ,
Regulatory Reform
On March 3, 2022, President Biden signed into law the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (the “Act”), prohibiting employers from enforcing predispute arbitration agreements and class...more
4/19/2022
/ #MeToo ,
Arbitration ,
Arbitration Agreements ,
Biden Administration ,
Employer Liability Issues ,
Employment Contract ,
Labor Reform ,
Labor Regulations ,
Mandatory Arbitration Clauses ,
New Legislation ,
Sexual Assault ,
Sexual Harassment
Since the current economic downturn began in February 2020 as a result of the COVID-19 pandemic, noncompete agreements have become increasingly scrutinized nationwide, and courts have become more reluctant to enforce them. ...more
The Coster v. UIP Companies, Inc. decision provides a framework for evaluating stockholder disenfranchisement claims. Directors should carefully consider how, and under what conditions, they will take actions that dilute...more
Simon Property Group, Inc. (“Simon”) wants out of a deal to acquire its competitor, Taubman Centers, Inc. (“Taubman”), due to the COVID-19 pandemic....more
The definition earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA have always been important and highly negotiated pieces of credit agreements and M&A transactions....more
Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more
On June 1, the Delaware Chancery Court (the “Court”) in Morrison v. Berry allowed an aiding and abetting breach of fiduciary claim to proceed against financial advisor J.P. Morgan Securities, LLC (“JPMorgan”) for its role in...more
On June 16, 2020, the Small Business Administration (SBA) released an updated Paycheck Protection Program (PPP) Loan Forgiveness Application and Instructions, as well as a new PPP Loan Forgiveness Application Form 3508EZ (EZ...more