Mezzanine Lending Video Series (Episode 2)
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Jeff Bell Video Law Bulletin: Unusual Purchase Price Methodologies in M&A Transactions
Assessments, Condos vs. Town Homes
Yahoo's $30 Million May Be 'Underpay' for Summly's D'Aloisio
When acquiring or selling a company, many nuances exist in various stages of the process, some of which are not readily apparent on their face. One of those nuances is the interplay between accounts receivable and working...more
On March 21, 2022, the Court of Special Appeals of Maryland (the “Court”) decided in Peterbilt of Baltimore LLC v. Capitol Gateway Properties, LLC that provisions of an option to purchase (the “Option”) pursuant to the...more
A recent opinion from the Delaware Court of Chancery reinforces the importance of using clear language when drafting dispute resolution clauses. In Agiliance, Inc. v. Resolver SOAR, LLC, No. 2018-0389-TMR, 2019 Del. Ch. LEXIS...more
Merger agreements typically include post-closing purchase price adjustment provisions. A net working capital, or NWC, adjustment, for example, increases or decreases the purchase price post-closing based on a comparison of...more
It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more