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...
Review the market trends in termination fees in public-target deals announced in 2021. This practice note covers the prevalence of both termination fees payable by the seller or target, and reverse termination fees payable by the acquirer. For quick reference,...
Review the market trends in sandbagging provisions in private transactions announced in 2021. This practice note covers the prevalence of sandbagging provisions and the use of certain covenants and cure rights as backdoor sandbagging provisions. For quick reference...
M&A activity has been strong in the telecom industry in recent years, a trend that is likely to continue as we become increasingly connected in new and innovative ways. Check out this practice note discussing factors relevant to mergers and acquisitions in...
Review the market trends in provisions related to representations and warranties insurance (RWI) in private transactions announced in 2021. This practice note covers the prevalence of RWI generally, the policy premium payor, whether retention amounts are covered...
Ready to fire up your next cannabis deal? Check out this practice note by Sheppard, Mullin, Richter & Hampton LLP attorneys outlining legal challenges unique to cannabis M&A deals and discussing key considerations that you should bear in mind in order to...
Absent regulatory approvals, material third party consents, and other conditions to closing, the parties to an asset transaction may prefer to use a short form asset purchase agreement to simplify negotiation. Under the right circumstances, the parties can achieve...
The technology M&A sector has seen significant deal activity in the past few years, including multiple deals in excess of a billion dollars and numerous smaller, strategic deals. Technology deals present certain intricacies that M&A counsel must be aware...
By their literal definition, ancillary agreements support the primary, underlying transaction. However, they are of equal importance to the principal transaction agreement, if not more important to the business transition after the closing. Whether you are an experienced...