Representations and warranties insurance (RWI) continues to evolve to meet the challenges of today’s M&A market. Keep your skills and knowledge sharp with RWI resources from Practical Guidance! Our comprehensive practice notes, checklists, and expert...
Navigating the intricate world of private company transactions requires a keen understanding of the key negotiating points that can make or break the deal. This checklist provides a general outline of commonly included provisions in an acquisition agreement, including...
No matter where you actually sit, if you have a straight-forward stock purchase and sale transaction governed by Illinois law, Practical Guidance has you covered. Our short form templates are designed for simultaneous sign and close transactions and will streamline...
Successful career development as a lawyer requires much more than mere knowledge of the law. Junior lawyers focus significant time on honing their writing, research, lawyering, and other “hard” skills, though any partner or senior lawyer will tell you...
The M&A auction process has become an increasingly prevalent strategy for sellers seeking to maximize value and leverage competitive tension among potential buyers. An auction involves a structured sale process where multiple potential buyers compete to acquire...
Termination fees significantly influence deal dynamics and shape negotiations in M&A transactions. Because termination fees are effectively a financial consequence to the seller if the deal falls through for negotiated reasons, buyers may be more willing to...
From due diligence to tax implications and foreign direct investment (FDI) disclosure requirements, international M&A requires a variety of special considerations. Before your client embarks on their next cross-border acquisition, be sure to consult this practice...
Practical Guidance has resources and content to help associates hit the ground running and become a valuable part of the team from day one. Our Summer Associate Resource Kit provides extensive coverage of what you need to know to excel in a law firm environment...
In 2023, the SPAC market continued to experience a wave of de-SPAC terminations. A majority of the terminated de-SPAC business combinations were resolved amicably through mutual agreement between the SPACs and private target companies. This collaborative approach...
Unless you’ve been practicing under a rock, you’ve probably heard that the Federal Trade Commission (FTC) recently issued a final rule banning most employee non-compete clauses. You may even have heard that there’s an exemption for non-competes...
The Financial Crimes Enforcement Network (FinCEN) recently updated its Frequently Asked Questions page regarding beneficial ownership information reporting under the Corporate Transparency Act (CTA). The new FinCEN comments provide insight on the breadth of “reporting...
When a buyer in a private acquisition transaction knows (whether at signing or before closing) that a representation or warranty given by the seller is not true yet closes the transaction anyway and then seeks damages for breach of representation or warranty, the...
The Sunshine State is fast becoming the Business State! Whether your client is starting, selling, or buying a Florida business, Practical Guidance’s new M&A Resource Kit for Florida puts over 120 Florida-focused resources at your fingertips, covering...
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...