The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
6/5/2024
/ Acquisition Agreements ,
Buying a Business ,
Contract Terms ,
Corporate Sales Transactions ,
Indemnity ,
Merger Agreements ,
Purchase Agreement ,
Purchase Price ,
Purchase Price Adjustment ,
Representations and Warranties ,
Rule 10b-5 ,
Selling a Business
We had a great time at the ABA Business Law Section M&A Committee Meeting in beautiful Laguna Beach. It was a nice way to wrap up January with some warm weather and interesting discussions on new developments and predictions...more
2/21/2024
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Artificial Intelligence ,
Contract Drafting ,
Contract Negotiations ,
Corporate Sales Transactions ,
Machine Learning ,
Merger Agreements ,
Professional Conferences ,
Professional Development ,
Professional Networking
The ABA Private Target Mergers & Acquisitions Deal Points Study is published on a bi-annual basis. The 2021 Deal Points Study (the “Study”) analyzed 123 publicly available purchase agreements executed and closed in 2020 and...more
3/23/2022
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Contract Terms ,
Corporate Sales Transactions ,
Escrow Agreements ,
Merger Agreements ,
Purchase Agreement ,
Purchase Price ,
Representations and Warranties Insurance ,
Rule 10b-5 ,
Sandbagging
The current COVID-19 crisis has rapidly re-shaped everyday life around the world, and our understanding of the impact this disruption to daily interactions and routines has had on business is constantly evolving....more
4/23/2020
/ Board of Directors ,
Breach of Duty ,
CARES Act ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Corporate Officers ,
Crisis Management ,
Fiduciary Duty ,
Policies and Procedures ,
Relief Measures ,
Risk Mitigation ,
Shareholders ,
Workplace Safety
The current COVID-19 crisis has rapidly re-shaped everyday life around the world, and our understanding of the impact this disruption to daily interactions and routines has had on business is constantly evolving....more
4/8/2020
/ Board of Directors ,
Caremark claim ,
Controlling Stockholders ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Corporate Officers ,
Cybersecurity ,
Directors ,
Duty of Loyalty ,
Fiduciary Duty ,
Homeland Security Cybersecurity & Infrastructure Security Agency (CISA) ,
Oversight Duties ,
Shareholder Protection Agreements
There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more
1/20/2020
/ Breach of Contract ,
Buyers ,
Buying a Business ,
Choice-of-Law ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Disclosure ,
Indemnity ,
Post-Closing Rights ,
Pre-Closing Issues ,
Representations and Warranties ,
Sandbagging ,
Sellers ,
Selling a Business