M&As – Novation and Recertification
A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
In 4-Way Electric Services, LLC v. Huntcole, LLC, __ So.3d __, 2023 WL 4114332 (Miss. June 22, 2023), the Mississippi Supreme Court considered a dispute between the sellers and buyer of a business that refurbishes electric...more
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
On March 31, 2022, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery granted the motion of CorePower Yoga, LLC and CorePower Yoga Franchising, LLC (together, “defendant”) to stay the Court’s judgment in...more
On March 1, 2022, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery ruled in favor of plaintiff Level 4 Yoga, LLC in a breach of contract action against CorePower Yoga, LLC and CorePower Yoga Franchising,...more
When M&A transactions end in post-closing disputes, the right to assert privilege with respect to communications that the acquired business conducted with its counsel pre-closing can be of critical importance and possibly...more
When considering whether to acquire a business through an asset sale, it is important for the purchaser to analyze what, if any, of the seller’s liabilities it must assume to continue the seller’s operations. Prudent...more
Driven by the influence of shareholders, activists and competitive market forces, public companies are demonstrating renewed focus on their core businesses. Reductions in the U.S. corporate tax rate from 35% to 21% have...more
In this podcast, we’ll address the who, what, when and why of obtaining government consent in the world of mergers and acquisitions....more
In civil litigation, parties frequently communicate with consultants, tax advisors, friends, family, and others concerning the subject matter of the litigation, and such communications raise issues regarding the possible...more