Clients rely on their counsel to help them navigate all the mechanics of a deal closing. Counsel is generally responsible for, among other things, finalizing the main transaction document and other deliverables, obtaining regulatory approvals and corporate consents...
How does Florida law compare with Delaware law on the subject of successor liability and de facto mergers in asset sales? Does California impose more stringent fiduciary duties on directors and controlling shareholders in M&A deals than Texas? Answer these...
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...
You just spent the last several weeks reviewing due diligence and drafting and negotiating the related acquisition agreement. Now, it's time to focus on the disclosures and information that stockholders will rely on when voting whether to approve the deal....
Indemnification provisions and representations and warranties in private target acquisition agreements are often highly negotiated and therefore detail the specific rights and remedies of the parties in the event of a breach. This new video offers high-level guidance...
Is your asset purchase deal leaving you feeling frazzled, adrift, and looking for help? Look no further than Practical Guidance’s Asset Acquisition Resource Kit! Packed with over 200 different practice notes, checklists, templates, and other guidance, this...
When an acquisition transaction fails to close, parties consider three primary remedies: specific performance, monetary damages, or a termination fee. The availability and use of any of these remedies depends on factors like the provisions in the signed acquisition...
The Corporate Transparency Act (CTA), which went into effect on January 1, 2024, provided an initial grace period for existing entities to file their Beneficial Ownership Information (BOI) reports. For entities formed prior to January 1, 2024, the CTA requires...
After well over a year of nail-biting, hand wringing, and waiting, the Federal Trade Commission (FTC) announced earlier this October that it had finalized proposed revisions to the Hart-Scott-Rodino (HSR) premerger notification program filing rules. The FTC’s...
Negotiating definitive agreements is all about risk allocation. A buyer could settle for a comprehensive general representation about the target and sellers’ compliance with all laws, but when it comes to compliance with anti-corruption laws, the risk is...
Ancillary agreements play a crucial role in acquisition transactions, complementing and supporting the primary acquisition agreement. Common ancillary agreements include employment agreements, non-competition agreements, transition services agreements, assignments...
More jurisdictions than ever before require parties to M&A deals involving the acquisition of healthcare providers to make premerger notification filings with a state attorney general or other state authority. Use Practical Guidance’s Healthcare Transaction...
Artificial intelligence (AI) tools and resources are inundating the news, social media, professional seminars, and inboxes. AI is part of every conversation across industries and professional services, and more and more businesses are integrating these tools into...
In the United States, federal and state banking laws and the regulations promulgated by federal and state banking regulators provide a comprehensive system that regulates and supervises the activities of banking institutions, including their M&A activities...
By: Kirk A. Sigmon , BANNER WITCOFF THIS CHECKLIST OUTLINES KEY CONSIDERATIONS THAT ATTORNEYS should review when advising whether and how to copyright artificial intelligence (AI) and machine learning (ML)-generated works in the United States. The checklist...