Artificial intelligence (AI) is no longer a future consideration—it’s a core component of how businesses operate today. From automating workflows to powering proprietary tools, AI is reshaping company value and risk profiles. As a result, acquisition...
In today’s M&A landscape, earn-out arrangements offer a way to link a portion of the deal’s value to future performance, benefiting both buyers and sellers. However, without clearly defined metrics and robust dispute resolution measures, these provisions...
In the complex world of M&A transactions, transition services agreements (TSAs) serve as critical bridges between deal closing and operational independence thus creating stability during organizational change while protecting core business functions. Our practice...
Contractual disputes regarding allegations of fraud are often complex, time-consuming, and expensive to litigate. Parties may amicably negotiate an acquisition agreement without even considering whether fraud could surface as an issue before or after the closing...
Indemnification provisions and representations and warranties are critical components in private target acquisition agreements because they determine the allocation of post-closing transaction risks. Once the deal is finalized, each party assumes its own risks...
When engaging in M&A discussions, parties should prioritize rigorous confidentiality measures to protect sensitive business information. Our new confidentiality agreement playbook offers valuable insights into managing proprietary information risks while facilitating...
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...