The seller usually wants assurances that a buyer will be able to fund an acquisition at the closing, particularly if the closing is subject to a lengthy interim period between signing and closing. If a buyer is using third-party financing to fund all or a portion...
With more than 50 practice notes, templates, and sample clauses, Practical Guidance’s new Hostile Takeovers & Shareholder Activism Resource Kit has you and your client covered on everything from hostile takeovers and unsolicited proposals to shareholder...
Over the last few years, law firms have merged in record numbers, and 2018 has been no exception. The trend has been most prevalent in Big Law, but also holds true for small law firms seeking to expand their footprint and maximize resources through combinations...
Whether drafting the first version of an acquisition agreement or reviewing opposing counsel’s initial draft, there may be clauses for which an explanation or alternative language are useful. In addition to reviewing precedent, it is often good practice to...
M&A auctions can help sellers maximize their leverage before and during the sale process. Before you saddle up and help bring your client’s business to market, make sure you know the best practices for running an M&A auction process. Read now »...
Now that the special purpose acquisition company (SPAC) boom has subsided, more than 500 SPACs are actively seeking private acquisition targets for de-SPAC transactions before the expiration of business combination deadlines. At the same time, supply chain issues...
Check out the new jurisdictions added to the Corporate and M&A State Law Comparison Tool. You can now compare jurisdictional rules and requirements for corporate appraisal rights, asset sales, and corporate and LLC mergers across Maryland, Massachusetts, New...
Sometimes a seller makes a commitment to sell its business only to find that another party would have paid more for that business. Although fiduciary duties may play a role in a seller’s termination of a signed deal, buyers will try to include a breakup fee...
If your client is buying or selling the assets of a business operating in New York, consider using a short form asset purchase agreement. A simultaneous sign and close transaction saves time and money when no material consents or approvals need to be obtained before...
Are you helping your client structure their deal in the most tax-advantageous way? Do your clients and tax specialist colleagues a favor by staying current on the tax benefits and consequences of different deal structures with Practical Guidance’s M&A...
Activist shareholders may battle for control over a public company by launching a proxy contest to replace the existing board of directors and encouraging other shareholders to approve corporate actions proposed by the activist shareholders. When it comes to hostile...
Financial advisors and investment bankers can bring unique experience, skills, and perspective to all kinds of M&A transactions, and whether your client is ready to sell their company and needs help finding a buyer or valuing their business, is seeking a new...
Managing a joint venture is risky business when co-venturers have competing business interests outside of the joint venture. Structuring the joint venture and establishing effective management are important considerations that may impact the long-term success of...
Regulatory scrutiny of foreign investments in U.S. businesses is on the rise and understanding the oversight authority of the Committee on Foreign Investment in the United States (CFIUS) has never been more important for cross-border dealmakers. Brush up on the...
Parties to private acquisition transactions will shift and allocate risks by including (1) limitations such as caps and deductibles on seller indemnification obligations, (2) negotiated procedures regarding the control over the defense of third-party claims, and...