Representations and warranties insurance (also referred to as reps and warranties insurance, RWI, or R&W insurance) is designed specifically to cover losses resulting from unknown breaches for all of a seller's representations and warranties in a private...
Business combination agreements for SPAC acquisitions of private companies are distinctly different from both public company and private target acquisition agreements. For example, (1) representations and warranties of the SPAC address the SPAC’s lack of...
The Inflation Reduction Act of 2022 contained many tax code reforms and changes, but few have received as much attention from the corporate world as a new 1% excise tax on stock buybacks and share redemptions by covered corporations. What is a “covered corporation...
For boards of directors, management teams, and their counsel, understanding options in how to respond to a hostile takeover or unsolicited acquisition proposal, and how to implement those responses, is critical to a successful hostile takeover defense. On the other...
There are instances where a purchaser wants to entice a target company’s key stockholders to continue operating the target business after an acquisition. For example, a private equity investor is acquiring a new company to add to its investment portfolio...
Due diligence is expensive and time-consuming. It is also a critical step in almost every M&A transaction. Whether you are preparing your initial due diligence request list, drafting a due diligence memorandum for a client, or trying to organize your review...
Valuation of a target must account for many factors, and transaction parties want to ensure the price accurately reflects the true value of the business. A purchase price adjustment provision is a mechanism by which the purchase price may be increased or decreased...
Practitioners may overlook the boilerplate provisions found in an acquisition agreement under a “Miscellaneous” article heading. But these provisions are more than just standard provisions, and they warrant specific attention to detail and negotiation...
Despite the time, money, and effort that parties to an M&A transaction put into preparing and negotiating their definitive acquisition agreement, sometimes things just don’t work out! Whether there were (anti) trust issues, a letdown with a bring down...
Disclosure schedules are a vital component of the acquisition agreement documenting the purchase and sale of a company. They play a pivotal role in the due diligence process and serve as a mechanism facilitating the allocation of risk between the parties. Considered...
There are no binding guarantees or third party obligations without an obligor expressly granting such guarantee for another party’s obligations. In M&A transactions, a party may require that a parent company enter into a limited guaranty to guarantee...
Whether you’re in for six more weeks of winter or an early spring, Practical Guidance’s Asset Acquisition Resource Kit has all of the resources you need to plan, document, and weather your next asset purchase transaction. Read now » Related...
Often an M&A transaction will include real estate assets as part of the deal. While real estate specialists may weigh in on the purchase agreement, it will ultimately be up to M&A counsel to understand and ensure that any real property issues are adequately...
Your client is a New York corporation, and it intends to strategically acquire another New York company. After browsing your document management system, you confirm your templates are all based on the typical jurisdiction of choice—Delaware law. The parties...
While many practitioners spent 2023 focused on AI, another acronym has been stalking business owners and corporate lawyers, too—the CTA! The CTA and its beneficial ownership reporting requirements became effective on January 1 this year, subjecting a wide...