The Labor Law Insider - Collective Bargaining: Ins and Outs, Nuts and Bolts, Part I
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
The SaaS Tacks – The Ins and Outs of Negotiating SaaS Contracts
DE Under 3: FAR Council Issued Final Rule Requiring Unionized Workforces on Large Federal Construction Projects
Termination for Convenience How to Prepare Your Settlement Proposal
Additional Compensation from the Government: A Brief Comparison of REAs and Claims
Sign on the Dotted Line: Negotiating an Effective Employment Agreement
Insurance Renewals: Know When to Hold ‘ Em, Know When to Walk Away
Healthcare Employment Contracts: Important Considerations Before Signing on the Dotted Line
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Top 20 Negotiation Tips: #8 and #9
Beyond Regulations: Hospice Business Contracts and Contract Disputes
Top 20 Negotiation Tips: 6 and 7
Strategic Restructuring for the Future - Think Before You Sign: Five Key Insights for VBID and Managed Care Contracts
10 Minutes for Small Firms and Nonprofits to Better Manage Contracts
Financial Planning and Contract Negotiation for Female Physicians
Government Contracting Phase One: Transitioning From Commercial to Government Work
Mergers and Acquisitions - Key Issues in Today's M&A Deals
COVID-19 Commercial Leasing Trends (Part One)
Monthly Minute | Due Diligence Considerations Related to COVID-19
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...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
Misbehaving children? Blame the parents, right? Not so in the corporate context, at least according to Manhattan Commercial Division Justice Robert R. Reed in a recent decision, Memorial Sloan Kettering Cancer Ctr., v....more
A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more
Representations and warranties (R&W) insurance covers a breach of the reps and warranties contained in the purchase agreement governing a merger or acquisition. Since reps and warranties insurance policies are...more
We’re excited to introduce Navigating, a new webcast series created to assist clients and friends of the firm in navigating the new normal – whether that be navigating through pandemic-related issues, new industry dynamics,...more
Acquisition agreements customarily address risk associated with significant downward changes to the target’s business prior to closing through a variety of provisions, including through the use of the “material adverse...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
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
In this post, we summarize some of the highlights from AIG’s recently published Mergers and Acquisitions 2018 Claims Report, and include our own observations on the role that Representations and Warranties Insurance (R&W...more
The question of when parties to a potential transaction actually become bound to each other is obviously an important one, and sometimes the answer can be surprising, or less than entirely clear. A recent Texas Court of...more