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Anatomy of a Stock Purchase Agreement

The M&A Lawyer

Most private M&A transactions are structured as acquisitions of stock , rather than mergers or asset purchases. However, M&A transactions are anything but basic. In later posts on The M&A Lawyer Blog, I will examine each of these sections more closely and provide a more detailed and nuanced discussion of their contents.

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Material Adverse Effect Clauses

The M&A Lawyer

But what happens when they transpire during the gap period between signing and closing an M&A transaction? Some 95% of M&A deals include a MAC out. Lawsuits get filed. And disasters happen. Such are the vicissitudes of business. describe key cases that provide important context for the preparation of MAE clauses.

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Drinks With The Deal: Debevoise’s Levitsky on Journey From Public Service to Private Practice

The Deal

“There was a need for a young lawyer willing and able to be on the ground in Kosovo and negotiate with the parties,” Jon Levitsky said on the podcast, and he became the deal lawyer on the Kosovo peace process. “I I was parachuted in to support” the senior diplomats who were leading the negotiations.

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MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

Cooley M&A

M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect (or MAE) as defined in a merger or acquisition agreement. We can no longer give this advice. 2018-0300-JTL (Del.