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Buyers Contract Negotiations Contract Drafting

Womble Bond Dickinson

Earnout Deals Surge in Uncertain Times – What M&A Professionals Need to Know About Earnouts

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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

Goulston & Storrs PC

What's Market: The Materiality Scrape

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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

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

Goulston & Storrs PC on

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

Goulston & Storrs PC

What's Market: Representations and Warranty Insurance

Goulston & Storrs PC on

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

Goulston & Storrs PC

What's Market: Compliance With Laws Representations

Goulston & Storrs PC on

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

Strafford

[Webinar] Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity, and Other Provisions - July...

Strafford on

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

Strafford

[Webinar] Structuring Liquor License and Other Permit Clauses in Hotel Purchase and Sale Agreements - May 20th, 1:00 pm - 2:30 pm...

Strafford on

This CLE course will cover the negotiation and structure of permit and license clauses in hotel purchase sale agreements, with an emphasis on liquor licenses. Our panel will discuss pitfalls in drafting and high priority...more

Strafford

[Webinar] Financing-Related Provisions in Acquisition Agreements - March 13th, 1:00 pm - 2:30 pm EDT

Strafford on

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

DarrowEverett LLP

How Earnout Provisions Can Supply Great Value for Buyers, Sellers

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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

TransPerfect Legal

What’s Trending: Milestone Disputes in Life Sciences Litigation

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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

International Lawyers Network

Buying and Selling Real Estate in Australia (Updated)

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER AUSTRALIAN LAW - The majority of land in Australia consists of freehold title. Registration of ownership of freehold title is recorded using the Torrens system. The Torrens system...more

Goodwin

Acquirer Beware: “Material Adverse Effects” in Merger Contracts and How Shifting Reimbursement Rates Impact the Healthcare Sector

Goodwin on

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

Chambliss, Bahner & Stophel, P.C.

Mergers and Acquisitions - Key Issues in Today's M&A Deals

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

International Lawyers Network

Buying and Selling Real Estate in Australia

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER AUSTRALIAN LAW - The majority of land in Australia consists of freehold title. Registration of ownership of freehold title is recorded using the Torrens system. The Torrens system...more

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