Selling Your Med Spa Practice – Key Steps To Attract a Buyer and Get the Best Price
FCA Implications for M&A Transactions
What You Need To Know About Representation and Warranty Insurance
Growth by Acquisition Important Considerations for Government Contractors, Part 2 of 2
The Exit: Everything You Need to Know but Didn’t Know to Ask about Startup Acquisitions
Podcast: Buy-Sell Market - Factors to Consider in Transactions of Automotive Dealerships
Jeremy Levy on Recent RWI Challenges and Near-term Outlook
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Selling Your Government Contract Business: Plan Today for a Stronger Tomorrow, Part 1 of 2
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Opportunities and Optimism: M&A Deal Trends — A Recap Discussion Around ACG Atlanta M&A South Panel
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Top 20 Negotiation Tips: #8 and #9
Quality Of Earnings: Making The Most Of M&A Transactions
How Private Equity Firms Structure Health Care Mergers and Tax Implications
Reps & Warranties Insurance: Sealing The Deal
Strategic Growth Paths of Top Small Business Government Contractors
How to prepare for a merger and acquisition in logistics and transportation
Exit Strategies for GOVCONs with Set Aside Contracts: 2021 Insights and Lessons Learned from Business Owners and Advisors
Mergers and Acquisitions in Healthcare: Getting Your House in Order
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 merger and acquisition (M&A) transactions, the earn-out mechanism serves as a strategic tool for conditional payment based on the prospective performance of the acquired entity. This mechanism is particularly prevalent in...more
Representations and warranties play a crucial role in business transactions and are commonly used in merger and acquisition agreements to allocate risk between sellers and buyers. Accurate representations and reliable...more
This CLE course will provide an overview of critical financing-related provisions in acquisition agreements from multiple perspectives and provide a conceptual understanding of how the provisions in question interplay with...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
Acquisition agreements in M&A transactions frequently include provision for payment to be made at closing based on estimates of certain financial metrics that are later subject to a purchase price adjustment based on a final...more
From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more
In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more
Hosts Lynda Bennett and Eric Jesse build on their recent discussion with Lowenstein M&A Chair and Transactions & Advisory Group co-Chair Marita Makinen about the current state of play in the M&A and private equity space. The...more
Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or...more
Earlier this month, the ACC hosted an illuminating panel presentation on Life Sciences Litigation: A Look at Milestone Disputes & Recent Trends. Panelists included Lauri Mims and Jennifer Huber, both Partners at Keker Van...more
On July 9, 2021, the Delaware Court of Chancery (Slights, V.C.) issued an opinion in Bardy Diagnostics, Inc. v. Hill-Rom, Inc., No. 2021-0175-JRS, concluding that the requirements of a “material adverse effect” (“MAE”) clause...more
From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care,...more
In this short, three-part video series, Greenberg Glusker Partners Andrew Apfelberg and Brian Davidoff discuss important financial considerations for health, beauty and wellness companies in the wake of a pandemic. Part three...more
There is a significant likelihood that M&A transactions in the next year may involve PPP loans. Here are several deal components that should be considered in light of PPP....more
During the frenzied period before execution of an acquisition agreement, a seller will be overwhelmed with pressing tasks, so the terms of the buyer’s financing may not be front of mind. There is good reason for this since it...more
On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more
Conditioned Agreements to Negotiate (CAN) - When acquiring or selling small businesses, government contractors need to be cognizant of the Small Business Administration’s (SBA) “present effect rule.” Under this rule, SBA...more
On October 1, in Akorn v. Fresenius Kabi, the Delaware Court of Chancery for the first time found that a material adverse effect — or MAE — had occurred in a merger transaction, which, combined with other breaches of the...more
Bid-ask spreads have recently been a sticking point in oil and gas deals. Sellers may feel optimistic on commodity prices or future asset performance, but buyers may be cautious, or even pessimistic, on these points. One...more
In the recent case of Glidepath Limited v. Beumer Corporation, the Delaware Court of Chancery considered the case of whether a court could apply equitable principles to reform the dates in a purchase contract for measurement...more
As M&A practitioners who do deals in Europe as well as in the U.S. know, the certainty of banking commitments is stronger as a rule in Europe than in the U.S. So much so that, given the choice, it can be a factor in the...more