Shareholder activism can inspire fear in any boardroom. Whether your client is concerned about long-term shareholder intentions or sees a proxy contest brewing, knowledge is power. Stay up to date on investor objectives and defensive strategies to help your client...
You may have your favorite EBEC specialist on speed dial, but clients appreciate when their transaction counsel can provide high level information on executive compensation matters. Explore some considerations and recent trends regarding the treatment of outstanding...
There are several tax-related provisions in the Inflation Reduction Act that may affect the way companies structure M&A transactions. Stay ahead of the curve and familiarize yourself with the 1% excise tax applicable to covered corporations, the definition...
Double dummy mergers are commonly used in friendly public company acquisitions when the acquiror and target are relatively equal in size. The acquiring corporation usually acquires the target corporation using both stock and cash and, depending on the facts, the...
Anyone involved in collecting and reviewing due diligence understands the importance of having a comprehensive request list at the outset of a private company acquisition. Not only can the request list facilitate the organization of a virtual data room, but it...
Before drafting and negotiating your next purchase price adjustment, check out the market trends in certain private target acquisitions from the second half of 2021 and the first half of 2022. Find out how many deals provided for a post-closing purchase price adjustment...
Whether it is first year M&A associates, an inquisitive board of directors, or a group of litigators seeking to understand the fundamentals of merger transactions, Practical Guidance offers a training presentation that can be tailored to the experience and...
If the summer weather has not put climate change on your mind, the news headlines have surely raised awareness. Climate change is a hot topic around the world, and if your transaction involves a business or industry subject to regulations aimed at addressing climate...
Earn-outs are a useful tool when transaction parties do not agree on the value of the target company. An earn-out is a compromise that makes a portion of the purchase price contingent on performance of the target business post-closing. Earn-outs are deal-specific...
Environmental, Social, and Governance (ESG) continues to be a pervasive area of focus globally. Governmental organizations and regulatory authorities continue to shape ESG policies, frameworks, and rules. In April 2022, the UK became the first G20 country to mandate...
When a seller has negotiating power over a potential buyer, the seller may capitalize on that advantage and use its leverage to serve up a short form stock purchase agreement. Buyers typically have the first crack at drafting a purchase agreement, but if the buyer...
Although real estate might not be the driver in a particular M&A transaction, most M&A transactions contain some real property element, generally in the form of real estate owned and/or leased by the seller. Moreover, while real estate counsel might possess...
Amidst regulatory efforts to pay closer attention to antitrust concerns in both the United States and the European Union, parties to potential M&A transactions must be especially mindful of antitrust pitfalls. It is critical that parties avoid inappropriate...
As an M&A attorney, you must have a keen understanding of fiduciary duties, in both the context of your client’s general corporate actions and in the context of an M&A transaction. You must also be able to properly advise your client on how to respond...
If you are looking for a quick training aid to introduce summer associates to the basics of M&A work, Lexis Practical Guidance offers a power point presentation and related script covering stock purchase transactions. The presentation provides a high-level...