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Environmental, social, and governance (ESG) has emerged as a principal driver of corporate sustainability, and therefore M&A practitioners must consider the impact of increased ESG focus on various aspects of deal-making, including due diligence. As the ESG...
After 2020’s special purpose acquisition company (SPAC) boom, attorneys knew that it would only be a matter of time until lawsuits would follow. What does this new wave of SPAC litigation look like? Practical Guidance offers what you need to know in this...
M&A attorneys must have a keen understanding of how to advise their clients with respect to fiduciary duties, in both the general corporate operations and M&A transaction contexts. Boards must also be properly advised on how to respond to an unsolicited...
M&A attorneys need to be well-versed in shareholder activism. For public corporate clients, gone are the days when shareholder activism simply meant preparing for a proxy contest. These days, activists are wrestling for control over major corporate acts with...
Brief your board of directors on their options and duties when faced with an unsolicited acquisition bid. This presentation covers defensive options and negotiation tactics, as well as the board’s fiduciary duties now that the company has received an offer...
A non-reliance provision requires a buyer to specifically disclaim reliance on any extra-contractual representations and warranties made by a seller to a buyer. Express non-reliance provisions have become an increasingly common feature in M&A agreements, and...
M&A auctions are a fast-paced, exciting process that can become fiercely competitive when an attractive target is at stake. From the seller’s perspective, effective counsel throughout the entire process has the potential to maximize the sales price. From...
Don’t let shareholder activists take you by surprise! Use this board presentation to prepare your board of directors for activists and learn how to engage with all of your shareholders for successful outcomes. READ NOW » Related Content Investor...
The Corporate Transparency Act (CTA), enacted by Congress in January 2021, imposes beneficial ownership reporting requirements on certain U.S. companies. Failure to comply with the CTA can result in various penalties for companies found to be in noncompliance....
Too often, majority shareholders exercise overwhelming control over the major business decisions of corporations and other business entities. Minority shareholders, though, can and should be adequately protected with important safeguards. From tag-along rights...
Acquisitions in the aerospace and defense industries raise unique issues and challenges. Use this pre-flight checklist from Sheppard, Mullin, Richter & Hampton LLP to make sure your deal doesn’t crash and burn. READ NOW » Related Content ...
Environmental, Social, and Governance (ESG) and Corporate Social Responsibility (CSR) have been buzzed about for years; however, current events have catapulted ESG to the main stage. The SEC’s recent announcement of a Climate and ESG Task Force and request...
When representing a buyer, it is critical that the seller’s privacy and data security representations and warranties adequately protect the buyer’s interest and meet industry best practices. Whether protecting the personal data of children, considering...
A merger agreement for an acquisition structured as a tender offer has two sets of closing conditions: the conditions to the obligations to close the merger, which are usually pro-forma, and the conditions to the buyer’s obligation to purchase the shares...
Post-2020, folks are likely still wondering: what’s ordinary? While there doesn’t appear to be a ready answer for this question generally, the Delaware Court of Chancery has provided guidance for M&A practitioners to consider when drafting ordinary...