The technology M&A sector has seen significant deal activity in the past few years, including multiple deals in excess of a billion dollars and numerous smaller, strategic deals. Technology deals present certain intricacies that M&A counsel must be aware...
By their literal definition, ancillary agreements support the primary, underlying transaction. However, they are of equal importance to the principal transaction agreement, if not more important to the business transition after the closing. Whether you are an experienced...
Sandbagging, in the context of an M&A transaction, refers to a situation where the buyer closes an acquisition based on certain representations and warranties it knows to be false, and then seeks to hold the seller liable post-closing for breach of those same...
Although the parties spend a considerable amount of time, money, and effort to place a dollar amount on the value of a business, things happen. A purchase price adjustment provision is a mechanism by which the purchase price may be increased or decreased as a result...
In the midst of a global pandemic, many companies are working to define what’s normal. Moreover, many are adjusting to a new normal in light of necessary adjustments and learnings from the COVID-19 pandemic. Just how far can a company modify its course in...
When the parties executed the transaction agreement and shook hands, the parties set a course for closing. But things happen and the seller’s representations and warranties that were true at signing may not be true and correct as of the closing. This could...
Practical Guidance has compiled a cross-practice area resource kit related to legal issues raised following the Russian invasion of Ukraine which includes M&A guidance related to divestitures, cross-border joint ventures, and material adverse change definitions...
Many companies are responding to Russia’s invasion of Ukraine by divesting existing interests in subsidiaries and joint ventures that conduct business in or with Russia. Other companies are reconsidering ongoing negotiations and drafting agreements to account...
By Kevin Hylton | LexisNexis Practical Guidance The number of countries around the world that have legalized the sale of recreational cannabis products continues to grow, fueled by changing consumer attitudes regarding the health benefits of cannabis and the...
Despite the various impacts of the COVID-19 pandemic, the life sciences industry has remained among the most active sectors for M&A activity. Check out this practice note, by Reb Wheeler of Mayer Brown LLP, focusing on issues common in life sciences M&A...
On January 18, 2022, the Federal Trade Commission and Antitrust Division of the Department of Justice launched a joint initiative to modernize the antitrust merger guidelines. As part of this effort, the agencies are soliciting comments from the public with the...
COVID-19 Measures in Reps and Warranties In 2021, new variants of the SARS-CoV-2 virus caused resurgences of COVID-19. It is still too soon to fully assess the potential risks and liabilities associated with measures taken (or not taken) by companies and their...
In the competitive M&A market, buyers have become increasingly resourceful and creative in acquisition financing in order to appeal to the plethora of companies seeking business combination opportunities. There are a number of ways to finance an acquisition...
Training less-experienced attorneys is fundamental to both their career progression and the value they provide to clients. But it is no secret that the booming M&A market leaves little room for experienced lawyers to invest non-billable time in generating training...
Whether you represent a buyer, seller, or investor, the due diligence investigation is a critical part of all M&A transactions. Due diligence findings may influence purchase price, representations and warranties, and indemnities, and, in some instances, unearthed...