When drafting and negotiating an acquisition agreement, counsel should address potential issues arising from allegations of fraud to avoid potentially complex, time-consuming, and costly disputes after an acquisition agreement is signed. This new market trends...
In today's fast-paced deal-making environment, clients rely on their counsel to possess extensive knowledge of transactional negotiations, encompassing the full range of typical buyer and seller positions. They anticipate this expertise will be harnessed to...
In the early stages of a private M&A deal, parties draft a letter of intent—also known as a memorandum of understanding or "heads of agreement"—to outline the key terms of the proposed transaction. This document ensures both parties share...
The stock of a subsidiary or smaller corporation may be held by a single corporate entity. Where there is one stockholder, the representations and warranties about the seller and the company will be made by that corporate stockholder. Liability tends to be straightforward...
As artificial intelligence (AI) continues to reshape the legal landscape, corporate and M&A attorneys face growing pressure to adopt AI-driven tools to enhance efficiency and reduce costs. This practice note provides a comprehensive guide to AI in M&A legal...
Special purpose acquisition companies (SPAC) that raise funds through an initial public offering must hold those funds in a trust account. SPACs have no business operations, but the proceeds in the trust account are used for stockholder redemptions and funding...
Legal due diligence is a critical step in M&A transactions, ensuring buyers uncover potential risks related to contracts, compliance, intellectual property, litigation, and regulatory matters. A well-structured request list helps identify hidden liabilities...
Conditions to closing are heavily negotiated because failure to satisfy a condition likely gives a party the right to terminate the acquisition agreement. In de-SPAC transactions, the parties seek assurances that the "blank check" acquirer will have enough...
Representations and warranties insurance (RWI) is a specialized tool in private acquisition agreements, designed to cover losses from unknown breaches of a seller's representations and warranties. It serves three primary purposes: supplementing a buyer's...
In most deals, buyers and sellers operate active businesses with a variety of assets and liabilities. But occasionally, particularly in transactions involving special purpose acquisition companies (SPACs), a blank-check company is a party to the deal and has no...
In today's fast-paced M&A landscape, clients rely on their deal counsel to possess a comprehensive understanding of transactional negotiations, encompassing the full range of typical buyer and seller positions. Accordingly, counsel will need to efficiently...
A wrong pockets clause is a covenant in acquisition agreements used to ensure that funds/receivables, rights or other assets, or liabilities that are discovered or received by one party after closing, which should or would have been or were intended to be transferred...
All good things come to an end eventually, and businesses may find several advantages to divesting or spinning-off of a particular division or line of business. For public businesses, a renewed focus on their core business may help rid them of a conglomerate discount...
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...