News & Analysis as of

Risk Management Sellers

Sterne, Kessler, Goldstein & Fox P.L.L.C.

IP Hot Topic: Purchase Orders and IP Licenses: Recent ITC Decision Underscores Need for Caution

A recent opinion issued by the U.S. International Trade Commission in Certain Power Converter Modules and Computing Systems Containing the Same (Inv. No. 337-TA-1370) serves as a reminder for sellers to be cautious with any...more

A&O Shearman

Uncertain regulatory climate makes deal protections crucial

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Regulatory intervention levels are rising. The concerns of antitrust authorities and foreign investment (FDI) regulators are evolving and can be unpredictable. Allocation of merger control execution risk in deal documents...more

Sheppard Mullin Richter & Hampton LLP

M&A Playbook for Acquiring AI-Powered Companies

As artificial intelligence (AI) continues to transform the business world, acquirors need to prepare for a deep dive when evaluating companies that use AI to enable their businesses or create proprietary AI. Key...more

Whiteford

Private Company M&A - Earn-Outs: Gravy on Top?

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Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more

DarrowEverett LLP

Balancing the Scales: Purchase Price Adjustments in M&A Transactions

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In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more

McDermott Will & Emery

Key Considerations for Alcohol Suppliers in M&A Transactions

As one of the most heavily regulated sectors in the United States, almost no aspect of the alcohol industry is untouched by regulatory considerations, including mergers and acquisitions (M&A). Whether it is a venture...more

Procopio, Cory, Hargreaves & Savitch LLP

Eleven Concepts Business Teams Need to Know About Indemnification and Protection in Private Company M&A: Cutting Through the...

Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more

DarrowEverett LLP

Closing with Confidence: Representations and Warranties Insurance in M&A

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Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates...more

Foley & Lardner LLP

What Every Multinational Company Should Know About … Export Controls and Economic Sanctions Red Flags (Anti-corruption Series Part...

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We have received several requests to publish a list of red flags pertinent to multinational organizations. To accommodate these requests, we are publishing a three-part series on anticorruption, export controls and economic...more

Sheppard Mullin Richter & Hampton LLP

Pillars of Due Diligence

Mergers and acquisitions activity is significantly influenced by economic conditions. Factors such as gross domestic product growth, interest rates and market volatility create an undeniable influence on deal volume. When...more

Butler Snow LLP

Health Care Due Diligence: An Ounce of Prevention is Worth a Pound of Cure

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Due diligence properly performed in connection with the purchase and sale of a health care entity is simply different—vastly so—than due diligence performed in other contexts. Failure to recognize this reality can lead to...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

Bodman

Before You Sell Your Business: The Due Diligence Audit

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You’re a business owner heading into a meeting to pitch a potential client or customer for what would be a huge contract for your company. You’ve spent days or weeks preparing to put your best foot forward, answer questions,...more

American Conference Institute (ACI)

[Virtual Event] Contaminated Sites Liability & Litigation Risk - April 22nd, 8:30 am - 5:30 pm EDT

The Canadian Institute’s advanced conference on Contaminated Sites Liability & Litigation Risk takes a deep dive into the most critical challenges affecting land developers, real estate and legal professionals, and...more

McDermott Will & Emery

[Webinar] Managing M&A Opportunities and Risk for Japanese Investors During COVID-19 and Beyond - June 4th, 7:00 am - 8:00 am CEST

The COVID-19 pandemic is bringing unprecedented disruption to the global M&A market. Even in today’s uncertain environment, however, certain deals are still moving forward. To usher existing agreements to successful...more

Gray Reed

Amazon Packages Bursting into Open Fires, Jack Frost Nipping at Your Nose…

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On December 26, Marty and Dave McFly were playing video games when, downstairs in the living room, the hoverboard that Marty had received for Christmas ignited. The fire quickly engulfed the Christmas tree and spread...more

Allen Matkins

Court Of Appeal Finds No Successor Liability Following Purchase Of Assets

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Buyers of assets typically like to pick and choose the assets and liabilities that they will acquire. In general, the law permits this. Thus, a corporation that purchases the principal assets of another corporation, will not...more

Harris Beach Murtha PLLC

Four Tips to Help Avoid Surprises in Purchase and Sales Order Terms and Conditions

The fast pace of modern business leaves little time to be careful about fine print legal terms, but glossing over purchase and sales order terms and conditions can lead to severe consequences for your business. Whether your...more

Foley & Lardner LLP

Health Care Rep and Warranty Insurance: New Solutions for Private Equity Buyers and Sellers

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Whether in an auction or proprietary transaction, risk allocation has typically been a function of indemnities tied to reps and warranties and the type of credit supporting the type of supporting credit. Holdbacks, earnouts,...more

King & Spalding

TRANSACTIONAL: Project Development/Finance: Key Considerations in Energy Take-or-Pay Contracts

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Perhaps the most common type of off-take contract in a large scale energy project is the take-or-pay contract. A properly constructed take-or-pay contract provides the seller with an assured revenue stream that ensures an...more

Orrick, Herrington & Sutcliffe LLP

Antimonopoly Law Considerations and Risk Management in connection with M&A Transactions

In This Presentation: - General Indemnity: (1) Background and structure (2) Main provisions (3) Conduct of claims - Antitrust Indemnity: (1) Background (2) Main provisions (3) Conduct of...more

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