Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Nota Bene Episode 117: The Critical Nature of Labor & Employment Diligence in Corporate Transactions with Kevin Cloutier and Shawn Fabian
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Buying or Selling a Business that Borrowed a PPP Loan
Do I need an attorney if I am buying or selling a business?
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Arbitration clauses in home purchase agreements and warranties can be powerful tools for resolving disputes efficiently. But as highlighted in a recent Florida appellate case, Osborne v. Drees Homes of Florida, it's essential...more
Our Federal Tax Group discusses the tax treatment of deferred revenue or advance payments in M&A transactions. The tax treatment of deferred revenue differs from the treatment for financial accounting purposes....more
In Trifecta Multimedia Holdings v. WCG Clinical Services, the Delaware Court of Chancery analyzed claims related to an M&A transaction involving an earn-out component. Earn-outs are a common feature of M&A transactions and...more
On October 10, 2024, the Federal Trade Commission (“FTC”), with the concurrence of the Antitrust Division of the U.S. Department of Justice (“DOJ”), adopted final rules overhauling the premerger notification form and filing...more
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more
Two recent Delaware Superior Court opinions are essential reading for M&A practitioners drafting language with respect to how disputes related to purchase price adjustments, earnouts, and other accounting-related...more
The M&A landscape is beginning to evolve, with shifts in market dynamics shaping deal terms and bargaining dynamics for 2024 and beyond....more
On February 28, 2024, the Delaware Court of Chancery “reluctantly” confirmed an arbitrator’s award, leaving many in the private equity community surprised. This decision led to MP Seller Holdings LLC (Seller), seller of a $40...more
In our previous article, we described the due diligence process, including what a buyer would look for in your practice. Once due diligence is under way, the next step is the purchase agreement, which is usually prepared by...more
The National Venture Capital Association’s model legal documents are industry-standard venture capital financing documents that act as a baseline for emerging and venture capital companies, consisting of the certificate of...more
Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum...more
The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023....more
In Seitz v. Marcum LLP, 2024 N.Y. Slip Op. 51141(U) (Sup. Ct., N.Y. County Aug. 30, 2024) (here), Justice Robert R. Reed of the New York County Commercial Division addressed the doctrine of in pari delicto, which “bars a...more
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
Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties...more
In October 2023, the National Association of Realtors (NAR) was found liable by a federal jury of making home sellers pay excessive commission fees. Following a settlement between the NAR and the federal government, many new...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the...more
In M&A purchase agreements, the parties may stipulate certain non-judicial means for dealing with claims under the agreement (e.g., arbitration or mediation). These ADR provisions will govern how disputes between the parties...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, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and...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