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Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

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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

The Wagner Law Group

Merger and Acquisition Considerations for Employee Benefit Plans

The Wagner Law Group on

In the context of mergers and acquisitions, an acquisition target’s qualified retirement plans, health plans, executive compensation arrangements, and benefit programs (referred to collectively as “benefit programs”) can all...more

Wyrick Robbins Yates & Ponton LLP

Mechanics and Advantages of Reverse Triangular Mergers

In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax...more

Kerr Russell

Adjustments To Net Working Capital For A Business Transaction: The Art And The Science

Kerr Russell on

Generally, net working capital is determined by subtracting the business’ current liabilities from its current assets, excluding cash. Transactions are commonly structured on a “cash free” basis with the seller retaining the...more

Braumiller Law Group, PLLC

[Webinar] Incoterms - April 11th, 10:30 am - 12:00 pm CDT

Join ICPA and Braumiller Law Group's Washington D.C. of Counsel Jim Holbein for a presentation on incoterms - The webinar will cover the obligations, costs and risks associated with all the seven multimodal Incoterms and...more

International Lawyers Network

Buying and Selling Real Estate in Russia (Updated)

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER RUSSIAN LAW - I. Types of real estate • land plots; • buildings, facilities, and other objects closely connected with land (i.e., objects that cannot be removed without...more

White & Case LLP

M&A transaction terms: Comparing Africa to Europe

White & Case LLP on

Significant differences exist between terms that typically apply in M&A transactions in Africa and Europe - "Acquirers tend to view European markets as being more seller-friendly than African markets." Although the...more

BakerHostetler

Seller's Directors Beware: You May Be Liable When the Buyer's Leveraged Buyout Goes Bad

BakerHostetler on

For the past two decades, courts have afforded directors and officers considerable protection for a good-faith decision to proceed with a highly leveraged sale that ultimately led to bankruptcy or liquidation. Courts are...more

International Lawyers Network

Buying and Selling Real Estate in Russia (Updated)

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER RUSSIAN LAW - I. Types of real estate - • land plots; • buildings, facilities, and other objects closely connected with land (i.e. objects that cannot be removed without...more

Morgan Lewis

Corporate Parents, Beware in France: One Can Be Liable for Another’s Doing

Morgan Lewis on

France’s highest Court (Cour de Cassation) recently ruled that an acquiring entity, in this case Iron Mountain, could be found liable for violations committed by the target, here Recall France, before the transaction. ...more

Goulston & Storrs PC

No Undisclosed Liabilities Representations

Goulston & Storrs PC on

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

International Lawyers Network

Buying and Selling Real Estate in Russia

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER RUSSIAN LAW - I. Types of real estate - • land plots; • buildings, facilities, and other objects closely connected with land (i.e. objects that cannot be removed without...more

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