Mergers and asset sales can be viable alternatives for companies in financial distress seeking to avoid bankruptcy. Financially distressed companies also present unique opportunities for investors and firms seeking high returns from restoring a distressed company’s...
Representation and warranties (R&W) insurance is usually discussed during the earliest stages of negotiation of private target deals. R&W insurance has the effect of shifting the risk of claims arising from breaches of seller reps and warranties from the...
From parsing technical language to knowing what recording offices to search, and everything in between, conducting due diligence before your client purchases IP assets can feel like a daunting task. Learn how to conduct IP due diligence with greater confidence...
You are tasked with drafting a buy-side asset purchase agreement for the acquisition of a business that has several manufacturing sites. How do you properly convey the real estate assets as part of the M&A transaction? There are several issues to consider during...
Fairness opinions do more than simply assure a board of directors or shareholders that they are getting a good deal in an M&A transaction. They can help a target or seller’s directors satisfy their fiduciary duties and shield themselves from personal...
Before engaging in an acquisition or joint venture, it is both customary and best practice to identify the key terms of the business deal in a letter of intent (LOI) or term sheet. The LOI or term sheet outlines the important transaction terms and confirms the...
Despite intensive due diligence and financial analysis, many buyers may remain concerned about financial performance and profitability of a target company post-closing. Earn-out payments can help buyers balance concerns of overpaying for the target with a seller’s...
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...