Buyers generally acquire a U.S. public company in one of two ways: either via a one-step merger, involving a shareholder meeting and vote, or a two-step transaction, involving a first-step tender offer followed by a second-step merger to acquire any untendered...
Synergy is to many M&A transactions as love is to personal relationships. While parties to an M&A transaction often vocalize the synergistic match between the parties (love, love, love!), the more immediate question between the parties is how much the buyer...
Climate change continues to be a prominent and rapidly evolving environmental issue. M&A attorneys must understand the potential legal and business risks presented by climate change issues, and Practical Guidance has you covered. Check out this practice note...
For your acquisition anywhere in the financial services industry, this practice guide has got you covered. READ NOW » Related Content Bank Acquisition Investment Portfolio Restrictive Covenant (Pro-Buyer) and Bank Acquisition Investment Portfolio...
Relationships can be tough. Unwinding a failed business arrangement is not as simple as swiping left. But with clear intentions, goals, and understanding between parties, M&A attorneys can assist their clients in entering into beneficial strategic alliances...
Don’t miss anything in your agreement’s Miscellaneous section! Boilerplate provisions can be anything but standard, and if not carefully drafted and reviewed they can undermine the most carefully negotiated purchase agreement. Use the tips in this practice...
The COVID-19 pandemic accelerated healthcare merger and acquisition activity, with recent studies indicating that hospitals and corporations own roughly 50% of physician practices in the United States. This follows the trend over the past few years of hospital...
Everyone hopes that each M&A deal will close without a hitch, but even though we hope for the best, we need to prepare for the worst. Use the tips in this piece from Practical Guidance to understand your options and make sure your client is covered. READ...
In an uncertain market, or any M&A transaction where the parties disagree on the value of the target company, the success of the deal may depend on making a meaningful portion of the purchase price contingent on the target’s future achievements. Earn...
After a pandemic pause, media consolidation is back! Disruptions in consumer consumption of media and entertainment, and the emergence of tech giants such as Amazon and Apple as content players, have driven media M&A in recent years, as media companies attempt...
In Snow Phipps v. KCAKE Acquisition , the Delaware Court of Chancery ordered the buyer (private equity firm Kohlberg) to close on its $550 million agreement to purchase DecoPac, a cake decorations supplier, rejecting, inter alia, the buyer’s claim that the...
In an M&A transaction, companies and their counsel focus mainly on the due diligence process as it is undertaken by the buyer and their counsel, but counsel for the target company also has an important role to play. Get tools for due diligence by seller’s...
Disputes can arise at any stage of an M&A transaction, including before the deal is signed, between signing and closing, and post-closing. Arbitration has become a prominent method to resolve such disputes, and a typical acquisition agreement includes some...
De-SPAC transactions are still going strong. Practical Guidance has the latest market trends for deal terms in this review of de-SPAC transactions. READ NOW » Related Content Special Purpose Acquisition Companies: 2020’s Biggest Corporate Development...
Environmental, social, and governance (ESG) has emerged as a principal driver of corporate sustainability, and therefore M&A practitioners must consider the impact of increased ESG focus on various aspects of deal-making, including due diligence. As the ESG...