News & Analysis as of

Sellers Acquisitions

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

White & Case LLP

Warranties and indemnities insurance take center stage in M&A transactions in Africa

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In most M&A transactions, after the parties have negotiated the basic commercial terms, they then negotiate the warranties and indemnities (W&I). Generally, buyers want the anticipated value of their purchase without any...more

DarrowEverett LLP

Survival Periods and Delaware’s Statute of Limitations in M&A

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Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more

DarrowEverett LLP

Maximizing Value: The Art of Purchase Price Allocation in Real Estate Deals

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When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing...more

Benesch

Earnout Held to Violate NY Fee Splitting Prohibition

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A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more

Barnea Jaffa Lande & Co.

Conditional Payment (Earn-Out)

In merger and acquisition (M&A) transactions, the earn-out mechanism serves as a strategic tool for conditional payment based on the prospective performance of the acquired entity. This mechanism is particularly prevalent in...more

Sheppard Mullin Richter & Hampton LLP

Delaware M&A Case Law Roundup

In the dynamic and ever-evolving landscape of mergers and acquisitions (“M&A”) and related corporate transactions, Delaware courts continue to play a pivotal role in shaping legal precedents and guiding corporate practices....more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Updates in Delaware Disclosure Law

The Delaware Supreme Court recently issued two opinions weighing in on the scope of disclosures involving board advisors in connection with M&A transactions that warrant close attention. In both rulings — each written en banc...more

Morgan Lewis

Preparation is Key When Selling a Business: What to Know

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After years of dedication to building a business, the time has come to consider selling. The process of selling can be complex, but taking the time to prepare before listing a business for sale or engaging with potential...more

DarrowEverett LLP

Title Insurance or Not, Don’t Dismiss the Value of Title Search

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For those of you who question whether an owner’s policy of title insurance is a waste of money, please remember that examining title is still an essential component of due diligence investigations. Real estate investments are...more

Buckingham, Doolittle & Burroughs, LLC

AI and Tech in M&A: What to know about AI and tech advancements in M&A due diligence

Many law firms have changed their transaction management processes significantly with recent advancements in technology, especially the development of artificial intelligence. AI and technology innovations have aided deal...more

Vedder Price

Earnouts Back on the Rise in M&A Transactions: What Purchasers, Sellers and Lenders Need to Know

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The pace of earnouts accelerates in M&A transactions whenever market conditions create a value gap between seller price expectations and buyer confidence levels. Earnouts are most common when the volume of merger and...more

Williams Mullen

[Webinar] M&A Series: Compensation Trends in M&A Transactions - May 9th, 11:00 am - 11:15 am EDT

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Please join Williams Mullen attorneys Nona Massengill and Allison Carlon as they discuss the latest trends in compensation trends in M&A transactions....more

Williams Mullen

[Webinar] M&A Series: The Latest Trends in Middle-Market M&A - April 16th, 11:00 am - 11:15 am EDT

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Please join Williams Mullen attorneys Jon Bliley and Rakesh Parikh as they discuss the latest trends in middle-market M&A, touching on several topics, including rep & warranty insurance and indemnification....more

Orrick, Herrington & Sutcliffe LLP

Tech Exit Series - The Tech Company Exit Process: Initial Considerations

Orrick's Tech Exit Series suggests top tips for tech companies looking towards an exit. Our market-leading London M&A and Private Equity team writes instalments in the series with contributions from specialists across our...more

A&O Shearman

Market Check: Lessons from The Activision-Microsoft Merger

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On February 29, 2024, the Delaware Court of Chancery issued an opinion on Sjunde AP-Fonden v. Activision Blizzard1 (“Opinion”) that called into question established market practices for mergers, including (i) the process for...more

K&L Gates LLP

Distressed M&A in 2024 – Time to Get Ready

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Commercial activity in 2023 was bruised by higher inflation, higher borrowing costs and renewed geopolitical instability, which resulted in waning levels of business and consumer confidence as the year drew to a close. But...more

Strafford

[Webinar] Financing-Related Provisions in Acquisition Agreements - March 13th, 1:00 pm - 2:30 pm EDT

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This CLE course will provide an overview of critical financing-related provisions in acquisition agreements from multiple perspectives and provide a conceptual understanding of how the provisions in question interplay with...more

International Lawyers Network

Buying and Selling Real Estate in Spain

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER SPANISH LAW - I. Procedure of a real estate transaction - 1. Formal procedure of a real estate transaction in Spain starting from the signing of the purchase agreement...more

White & Case LLP

Dealmakers prepare to face new uncertainties in 2024

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Global M&A activity continued to make slow progress in 2023, with stubbornly high interest rates and stringent financing conditions stifling market confidence. Nearly US$3.2 trillion of M&A deals were announced last year—a...more

Jenner & Block

Sellers Should Beware of Closing Conditions Requiring Representations and Warranties to be "Accurate in All Respects"

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In HControl Holdings v. Antin Infrastructure Partners, a Delaware court recently held that the buyer could terminate without closing its agreement to acquire a target company for $250 million. Due to a $215,000 ownership...more

Buckingham, Doolittle & Burroughs, LLC

Deal prep: Tips for selling a business in an evolving M&A environment

The U.S. is coming off of two years of historically low interest rates and a tremendous amount of liquidity, factors that created a very strong sellers’ market in 2021 and 2022.This year, while there is still a lot of dry...more

International Lawyers Network

Buying and Selling Real Estate in Romania (Updated)

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ROMANIAN LAW - I. Types of Real Property Transactions - A. Purchase of an undeveloped plot of land (agricultural); B. Purchase of brownfield renewable power generation...more

Buckingham, Doolittle & Burroughs, LLC

Selling a business in the current high-deal volume environment

Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more

DarrowEverett LLP

How DOJ's Safe Harbor Policy Rewards Honesty Within M&A Deals

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Be you a merger and acquisition attorney, corporate compliance officer, or counsel to an acquiring entity or target entity, you should review the Department of Justice’s new Merger and Acquisition Safe Harbor Policy...more

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