For both sellers and buyers, the costs of running and participating in a competitive auction can be significant because of the need for financial, accounting, legal, and industry-specific consultants and advisors at each phase of the process. Given the potential...
Indemnification provisions and representations and warranties in private target acquisition agreements are often highly negotiated because post-closing transaction risks are allocated by these provisions. When the music stops and the deal is signed, each party...
An increasing number of states are putting healthcare M&A transactions in their antitrust and regulatory crosshairs through the creation of premerger notification requirements. California and Illinois are the latest of 10 jurisdictions to pass premerger notification...
In today’s global environment, clients are looking beyond their own borders for enticing M&A opportunities. With so many variables introduced across jurisdictions, M&A attorneys need to be equipped with both general and specific guidance to appropriately...
Cooler temperatures and fall décor signal the arrival of first-year associates to be indoctrinated with practical transactional skills and law firm culture. Stock transactions are a good starting point for a first-year associate’s steep learning curve...
What is the State Law Comparison Tool? The Practical Guidance State Law Comparison Tool helps attorneys handle complicated and varied legal issues across multiple U.S. states. Its features are designed to address several difficulties associated with looking up...
Planning, conducting, and closing an M&A transaction in California involves unique considerations. Practical Guidance’s M&A Resource Kit for California puts over 60 California-focused resources at your fingertips, covering topics ranging from merger...
M&A practitioners will often navigate a client through the strategic and legal considerations of possible acquisition structures. Factors such as successor liability, owner approval, and tax all drive deal structuring questions. Often, the deal parties want...
The boom in special purpose acquisition company (SPAC) IPOs in 2020 and 2021 led to hundreds of de-SPAC mergers, many of which are trading below the SPAC’s IPO price. Now, attention is shifting to the increasing number of de-SPAC companies seeking bankruptcy...
Noticed a slowdown in M&A activity this year? You are not alone! According to Market Standards, public M&A filings in the first half of 2023 for transactions valued at $10M or more are down a whopping 47% for the same time period in 2022. This begs the...
Clients expect their deal counsel to bring a broad knowledge of transactional negotiation, including an understanding of the spectrum of typical buyer and seller positions. They also expect counsel will leverage this expertise to be the critical problem solver...
Parties may agree to sweeten the deal by including an earn-out after closing. While economically advantageous for the parties, earn-outs can become the source of disruptive post-closing disputes. It is imperative to understand the underlying metrics and carefully...
Ditch that summer paperback you haven’t opened since June and spice up your reading list with Practical Guidance’s new Limited Liability Companies in M&A Resource Kit, created by popular demand! With over 40 different resources, including 10 operating...
Whether you are a seasoned M&A practitioner or a summer associate tasked with a discrete transactional assignment, stepping back to take a high-level look at the M&A transaction process is a way to keep the process manageable. Our new practice video offers...
Conducting a successful and thorough due diligence investigation starts with the right due diligence request list. Instead of recycling the same old list for every deal, consider using a request list designed to reveal the risks and issues unique to your transaction...