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...
Joint ventures involve the cooperation between two or more persons or entities to jointly pursue a business opportunity. They can be structured as contractual joint ventures, involve the formation of a new entity, or require investment into an existing corporate...
When a client is acquiring the assets of a smaller company, the parties may prefer to use the law of the jurisdiction where the assets are located. Florida is a large, industry-diverse state with several major metropolitan areas. From Pensacola to Jacksonville...
Divisive mergers allow eligible entities to separate select assets and liabilities into a new entity without the transactional costs of a full spin-off or demerger, and without triggering anti-assignment or transfer provisions common in many commercial agreements...
To best manage the execution and exchange of signatures and documents in an M&A transaction, counsel should plan ahead to ensure a smooth signing and closing. Counsel is generally responsible for, among other things, finalizing the main transaction document...
Delaware and many other states permit corporations to agree to force-the-vote provisions. A force-the-vote provision is a type of lock-up provision that requires the board of directors to submit a merger proposal to a stockholder vote even if the board no longer...
As Q4 kicks into high gear, make sure you leave room on your favorite associate’s plate for this new professional development video from Practical Guidance! Covering key tips and skills they will need to become the go-to associate at the firm, this video...
At the outset of any private M&A deal, the parties will need to put the proposed transaction to paper. A letter of intent, also called a memorandum of understanding or a "heads of agreement," is a negotiated term sheet-like document that sets out...
Whether you are a seasoned practitioner or new to the complexities of a stock for stock merger, a timetable checklist provides a big picture of the entire transaction process and allows you the opportunity to estimate a realistic timeline for the client. In a stock...
Gather round, M&A lawyers, for a frightful tale, and heed the risks of post-closing claims that will make your clients go pale! Address breaches of representations, warranties, and covenants with our indemnification provisions, and keep the specter of losses...
For both sellers and buyers, the costs of running and participating in a competitive auction can be significant because of the need for financial, accounting, legal, and industry-specific consultants and advisors at each phase of the process. Given the potential...
Indemnification provisions and representations and warranties in private target acquisition agreements are often highly negotiated because post-closing transaction risks are allocated by these provisions. When the music stops and the deal is signed, each party...
An increasing number of states are putting healthcare M&A transactions in their antitrust and regulatory crosshairs through the creation of premerger notification requirements. California and Illinois are the latest of 10 jurisdictions to pass premerger notification...