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The accelerated development of artificial intelligence (AI) has shown the transformative potential of the technology across industries, making it an integral part of strategic planning for market participants, from technology...more
Disclosure schedules are arguably one of the most arduous and time-consuming deliverables on the company-side or seller-side of any transaction. Whether, as part of the management of your startup, you are tasked with driving...more
In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more
1. A Nightmare Acquisition - Your Company has recently acquired a small logistics company with a strong business reputation. Eighteen days after the acquisition was finalized, you receive a call that there has been a...more
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
The Corporate Transparency Act of 2020 took effect on January 1, 2024, adding new filing requirements for many companies that may find themselves involved in mergers and acquisitions. Given the breadth of standard...more
Data privacy and cybersecurity risks are critical components of M&A transactions due to the potential exposure for legal liability for non-compliance, as well as the financial and reputational harm and the material impact...more
You've put in your time, raised capital appropriately, surrounded yourself with a top-notch team, built a great product, and demonstrated the right metrics — so, is now a good time to ride into the sunset? Well, in 2023,...more
The deal market reached historic levels in recent years, with record-setting merger and acquisition activity in 2021. Markets have since cooled, with capital becoming harder to find. But any company preparing to sell within...more
Due diligence is a standard phase of any corporate transaction, whether structured as an asset or stock sale or joint venture, and sellers are often surprised, and even overwhelmed, by the comprehensiveness of the diligence...more
A new case demonstrates the importance of conducting due diligence on compensatory arrangements and adjusting capitalization representations in merger agreements accordingly. Phantom equity is a form of employee...more
Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential...more
The use of open-source software (OSS) is ubiquitous. Depending on what license governs the type of OSS a company uses and how it uses the OSS, OSS use impacts the valuation of the intellectual property (IP) used by a company...more
SPAC lawsuits are increasing in frequency. There was a big jump in the number of SPAC-related cases from 2020 to 2021. Five new securities class actions were filed against SPACs in just the first two months of 2022. Several...more
In the first article in our series discussing home health M&A transactions, we discussed the various structures that may be used to combine home health agencies (HHAs) with each other or with other entities. Whichever...more
The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more
The M&A market is at a record pace in 2021. Womble Bond Dickinson attorneys D. Scott Anderson and Dean Rutley discussed the ongoing M&A boom and the factors they see impacting corporate transactions in the near future....more
In Shareholder Representative Services LLC v. Albertsons Companies, Inc., 2021 WL 2311455 (Del. Ch. June 7, 2021), the Delaware Court of Chancery (Slights, V.C.) provided key guidance on mergers and acquisitions (“M&A”)...more
In an era of increased M&A transactions, organizations must understand the risks and potential liabilities associated with the personal information they obtain on their customers, vendors, and employees....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
More and more buyers are using representation and warranty insurance (RWI) to supplement or replace indemnities from a seller in the sale of a business in Canada. While some of our clients, particularly private equity funds,...more
A Time of Change - We are in a period of immense change in the legal world as we experience: (i) a flood of new technologies (artificial intelligence, blockchain, smart documents, predictive analytics), (ii) the ability to...more
Late Monday, the Department of Justice (DOJ), without fanfare, released an update to its 2019 Evaluation of Corporate Compliance Programs, the 2019 Guidance. For simplicity this new document will be called the 2020 Update. ...more
COVID-19 has created unparalleled uncertainty for nearly all businesses since companies are unable to predict when and how businesses and consumers will resume buying their goods and services. This unpredictability has made...more
This white paper analyzes the interplay of those middle market health care business mergers and acquisitions with the four-part, patient-care-centric conceptual framework of ownership, organization, payment and delivery that...more