Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties...more
In M&A purchase agreements, the parties may stipulate certain non-judicial means for dealing with claims under the agreement (e.g., arbitration or mediation). These ADR provisions will govern how disputes between the parties...more
In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...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 all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms. In addition to relying...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
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
We had a great time at the ABA Business Law Section M&A Committee Meeting in beautiful Laguna Beach. It was a nice way to wrap up January with some warm weather and interesting discussions on new developments and predictions...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Inclusion of either 10b-5 or “full disclosure” representations in merger...more
Market Trends: What You Need to Know - According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Points Studies, the use of stand-alone indemnities in reported private company M&A...more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: “Knowledge” is now almost always defined in private company...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Indemnity escrows are consistently seen in about two-thirds or more of...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Over the time period covered by the nine studies (2005-2021), the level of...more
Market Trends: What You Need to Know - As shown in the American Bar Association’s Private Target Mergers and Acquisitions Deal Points Studies: - Compliance with laws representations are almost always, barring highly...more
The ABA Private Target Mergers & Acquisitions Deal Points Study is published on a bi-annual basis. The 2021 Deal Points Study (the “Study”) analyzed 123 publicly available purchase agreements executed and closed in 2020 and...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