March 29, 2021

Last Year Spelled S-P-A-C; This Year Spells E-S-G!

Environmental, Social, and Governance (ESG) and Corporate Social Responsibility (CSR) have been buzzed about for years; however, current events have catapulted ESG to the main stage. The SEC’s recent announcement of a Climate and ESG Task Force and request...
March 23, 2021

Strengthen Your Privacy and Data Security Rep

When representing a buyer, it is critical that the seller’s privacy and data security representations and warranties adequately protect the buyer’s interest and meet industry best practices. Whether protecting the personal data of children, considering...
March 17, 2021

Love Me Tender: Tender Offer Conditions

A merger agreement for an acquisition structured as a tender offer has two sets of closing conditions: the conditions to the obligations to close the merger, which are usually pro-forma, and the conditions to the buyer’s obligation to purchase the shares...
March 09, 2021

Ordinary, Not So Ordinary: But of Course!

Post-2020, folks are likely still wondering: what’s ordinary? While there doesn’t appear to be a ready answer for this question generally, the Delaware Court of Chancery has provided guidance for M&A practitioners to consider when drafting ordinary...
March 02, 2021

So Do We Have a Deal or What? Getting to the LOI.

Before engaging a significant number of hours or attorneys’ fees, whether on a confidentiality agreement or a lengthy purchase agreement, the parties to a transaction should ensure that the most crucial terms of a deal are mutually agreed upon. While many...
February 25, 2021

Joint Venture Term Sheet

Setting up a joint venture? From governance and dispute resolution to expenses and profit-sharing, this term sheet from Practical Guidance has what you need to help make sure your client gets what they bargained for. READ NOW » Related Content Term...
February 16, 2021

To Disclose or Not to Disclose? That Is the Question

M&A attorneys spend significant time negotiating the parties’ representations and warranties in an acquisition agreement. Disclosure schedules work in tandem with a party’s representations and warranties and play a critical role in the allocation...
February 10, 2021

Show Me the Assets! Find What You Need for Your Next Asset Deal

Are you representing a client in a major asset acquisition? Whether you’re a seasoned M&A attorney or just starting your practice, find what you need, for each stage of the process, with the Practical Guidance Asset Acquisition Resource Kit. From letter...
February 03, 2021

When Relationships Change: Stockholders’ Agreements in M&A Deals

Acquisitions of private companies can result in new relationships among stockholders: majority holders may become the majority, or target stockholders may become stockholders in the acquirer. A good stockholders’ agreement will set out each party’s...
January 27, 2021

A Focus on Environmental Risks in M&A Transactions

In an increasingly virtual world, environmental risks remain an important area of focus in M&A transactions. Buyers must be aware of potential environmental liabilities associated with the acquisition of a particular target and understand how to effectively...
January 22, 2021

Insurance for Cyber Risks in M&A Transactions

Cyberattacks are an increasingly common risk for corporations in the modern age. As a result, sophisticated buyers in a mergers & acquisitions (M&A) transaction often need to do more than perform cyber due diligence when mitigating cyber risks connected...
January 15, 2021

One, Two, Three, Four ... You’ll Have to Pay a Little More

In acquisitions of companies that deal in physical goods, inventory may be a significant portion of the target’s assets. As a result, the parties may include a purchase price adjustment based on actual inventory at closing. This Inventory Purchase Price Adjustment...
January 10, 2021

Despite It All, There’s No Denying That 2020 Was a SPACtacular Year!

Despite all the uncertainty of the past year, special purpose acquisition companies (SPACs) emerged as a key driver of M&A activity in 2020. SPACs are created as shell entities to raise capital through an initial public offering (IPO), followed by the acquisition...
December 18, 2020

The Deal Won’t Move if the SBA Won’t Approve

Guidance from the Small Business Administration (SBA) details the process for determining when SBA consent will be required for M&A transactions where the target has an outstanding Paycheck Protection Program loan. Will your transaction require consent? Get...
October 23, 2018

David Joins Goliath: Is Your Small Law Firm Ready for a Merger?

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...