Valuation of a target must account for many factors, and transaction parties want to ensure the price accurately reflects the true value of the business. A purchase price adjustment provision is a mechanism by which the purchase price may be increased or decreased...
Practitioners may overlook the boilerplate provisions found in an acquisition agreement under a “Miscellaneous” article heading. But these provisions are more than just standard provisions, and they warrant specific attention to detail and negotiation...
Despite the time, money, and effort that parties to an M&A transaction put into preparing and negotiating their definitive acquisition agreement, sometimes things just don’t work out! Whether there were (anti) trust issues, a letdown with a bring down...
Disclosure schedules are a vital component of the acquisition agreement documenting the purchase and sale of a company. They play a pivotal role in the due diligence process and serve as a mechanism facilitating the allocation of risk between the parties. Considered...
There are no binding guarantees or third party obligations without an obligor expressly granting such guarantee for another party’s obligations. In M&A transactions, a party may require that a parent company enter into a limited guaranty to guarantee...
Whether you’re in for six more weeks of winter or an early spring, Practical Guidance’s Asset Acquisition Resource Kit has all of the resources you need to plan, document, and weather your next asset purchase transaction. Read now » Related...
Often an M&A transaction will include real estate assets as part of the deal. While real estate specialists may weigh in on the purchase agreement, it will ultimately be up to M&A counsel to understand and ensure that any real property issues are adequately...
Your client is a New York corporation, and it intends to strategically acquire another New York company. After browsing your document management system, you confirm your templates are all based on the typical jurisdiction of choice—Delaware law. The parties...
While many practitioners spent 2023 focused on AI, another acronym has been stalking business owners and corporate lawyers, too—the CTA! The CTA and its beneficial ownership reporting requirements became effective on January 1 this year, subjecting a wide...
Joint ventures involve the cooperation between two or more persons or entities to jointly pursue a business opportunity. They can be structured as contractual joint ventures, involve the formation of a new entity, or require investment into an existing corporate...
When a client is acquiring the assets of a smaller company, the parties may prefer to use the law of the jurisdiction where the assets are located. Florida is a large, industry-diverse state with several major metropolitan areas. From Pensacola to Jacksonville...
Divisive mergers allow eligible entities to separate select assets and liabilities into a new entity without the transactional costs of a full spin-off or demerger, and without triggering anti-assignment or transfer provisions common in many commercial agreements...
To best manage the execution and exchange of signatures and documents in an M&A transaction, counsel should plan ahead to ensure a smooth signing and closing. Counsel is generally responsible for, among other things, finalizing the main transaction document...
Delaware and many other states permit corporations to agree to force-the-vote provisions. A force-the-vote provision is a type of lock-up provision that requires the board of directors to submit a merger proposal to a stockholder vote even if the board no longer...
As Q4 kicks into high gear, make sure you leave room on your favorite associate’s plate for this new professional development video from Practical Guidance! Covering key tips and skills they will need to become the go-to associate at the firm, this video...