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
9/16/2024
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Buyers ,
Contract Drafting ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Material Adverse Effects ,
Materiality ,
Merger Agreements ,
Purchase Agreement ,
Sellers
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
9/16/2024
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Balance Sheets ,
Buyers ,
Contract Drafting ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
GAAP ,
Liability ,
Merger Agreements ,
Popular ,
Purchase Agreement ,
Representations and Warranties ,
Sellers
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
9/16/2024
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Buyers ,
Contract Drafting ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Merger Agreements ,
Purchase Agreement ,
Representations and Warranties ,
Sellers
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
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
According to the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, financial statement representations are universally required from sellers in private company M&A deals, included in...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
Purchase price adjustment provisions are designed to reflect changes in the target's financial condition that occur prior to the closing of the transaction. For example, if on January 1, a transaction is valued, or priced, at...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
9/9/2024
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Buyers ,
Contract Drafting ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Merger Agreements ,
Popular ,
Purchase Agreement ,
Representations and Warranties ,
Sellers
In M&A transactions, the definitive purchase agreement, whether it is an asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and covenants, along with...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
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
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
Market Trends: What You Need to Know -
As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies:
In 2021, 10% of the merger and acquisition purchase agreements covered by...more
Market Trends: What You Need to Know -
Based on the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies:
- Purchase price adjustments continue to be commonplace in M&A agreements. In...more
Market Trends: What You Need to Know -
One of the most pronounced practice-related trends in private company merger and acquisition transactions is the near-disappearance of target legal opinions as a closing deliverable....more
Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies:
- The use of separate escrows for purchase price adjustments has been increasing on...more
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 in Bloomberg Law - April 2021....more
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 - March 2021....more
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
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
Market Trends: What You Need to Know -
As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies...
Originally Published in Bloomberg Law - February 2021....more
2/17/2021
/ Acquisition Agreements ,
American Bar Association (ABA) ,
Balance Sheets ,
Buyers ,
Carve Out Provisions ,
Contract Drafting ,
Contract Terms ,
Corporate Sales Transactions ,
GAAP ,
Liability ,
Merger Agreements ,
Purchase Agreement ,
Sellers