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Stock Purchase Agreement Buyers

Goulston & Storrs PC

What's Market: Disclosure Schedule Updating

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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

Wyrick Robbins Yates & Ponton LLP

Mechanics and Advantages of Reverse Triangular Mergers

In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax...more

Nutter McClennen & Fish LLP

M&A in Brief: Q2 2022

Delaware Clarifies “Pro-Sandbagging” Stance by Mark Tarallo and Mary Moran In almost every M&A transaction, the parties spend some time discussing (if not heavily negotiating) the right of the buyer to bring claims against...more

Moritt Hock & Hamroff LLP

Litigation-Ready Caveats For Stock And Asset Purchase Deals

When entering into a stock purchase agreement or asset purchase agreement, both the purchasers and the sellers should be mindful that no matter how straightforward the transaction may seem, it is always possible that a...more

Pillsbury Winthrop Shaw Pittman LLP

Snow Phipps: No MAE or Ordinary Course Breach Related to COVID-19

Delaware Chancery Court awards specific performance after finding that buyer failed to demonstrate a material adverse effect or ordinary course breach by target and that buyer failed to use reasonable best efforts to obtain...more

Stinson - Corporate & Securities Law Blog

Court Finds Buyer is not Required to Return Cash in Purported “Cash Free, Debt Free” Deal

Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all of its stock (the “Transaction”) in its wholly owned subsidiary, Deluxe Media...more

Goulston & Storrs PC

Damage Mitigation Provisions

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies - Inclusion of damage mitigation provisions in merger and acquisition...more

Goulston & Storrs PC

Compliance with Laws Representations

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Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....more

Gray Reed

Delaware Superior Court Holds Indemnification Provision Does Not Cover First-Party Claims for Legal Fees

Gray Reed on

In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are...more

McCarter & English, LLP

Delaware Law Updates – Delaware Court Of Chancery Affirms Fraud Exception To Parties’ Contractual Allocation of Risk

EMSI Acquisition, Inc. v. Contrarian Funds, LLC, et al., C.A. No. 12468-VCS (Del. Ch. May 3, 2017), Slights, V.C. The Delaware Court of Chancery honored the well-settled policy against fraud and its limitation on parties’...more

Morris James LLP

Where Is Delaware Corporate Litigation Going?

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There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it. Conversely, sellers too will bear the risk that buyer's remorse...more

Morris James LLP

Court Of Chancery Interprets Claimed Advancement Waiver

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This decision explains how to obtain a release of advancement rights from a seller in an agreement to purchase his company. Here that effort failed. However, buyers will continue to not want to have to advance the sellers’...more

Dechert LLP

Global Private Equity Newsletter - Spring 2017 Edition: Like Bigfoot, a Clear and Settled Definition of “Consequential Damages”...

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A recent decision from the Delaware Chancery Court adds a twenty-first century interpretation to the common law doctrine of consequential damages which has roots reaching back to English contract law. This decision highlights...more

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