OfficeHours

AUGUST 25, 2023

Think about it this way: It is easier to negotiate bespoke partners via bilateral negotiation with a single partner than with tens of investors via a syndicate of investment banking middlemen. Second, private credit investors are able to provide substantially more flexibility for borrowers.

Private Equity 130

Private Equity Equities Debt Finance 130

Shearman & Sterling

APRIL 6, 2021

On March 29, 2021, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery granted defendants' motion for judgment on the pleadings in a breach of contract action brought by plaintiff Deluxe Entertainment Services, Inc. Deluxe Ent. DLX Acquisition Corp., CV 2020-0618-MTZ (Del.

Accountant 52

Accountant Bank Banking Private Equity 52

Shearman & Sterling

APRIL 18, 2023

2021-0838-NAC (Del. The Court found that the Agreement—which was negotiated by sophisticated parties—unambiguously established that Seller was indefinitely liable for the products liability claims for products sold before closing. Merck & Co., Bayer AG, No.

Pharmaceutical 52

Pharmaceutical Negotiation Stock Acquisitions 52

The Deal

FEBRUARY 8, 2024

on their own and then Engaged came out with their deck at a conference,” said Dan McDermott, a lecturer at Penn who created an activist investing class in 2021. “They found VF Corp. McDermott, an executive at communications firm ICR Inc., I have an M.B.A., area, and then Penn and Penn Law School,” McDermott said. law and M.B.A. law and M.B.A.

Corporation 59

Corporation Government Corporate Finance Investment 59

How2Exit

OCTOBER 23, 2023

In 2021, he successfully acquired Appletree Business Services, a small business accounting firm, and has since made additional tuck-in acquisitions. The acquisition process took several months of negotiations and due diligence, but Dichter's persistence paid off.

Accountant 130

Accountant Shares Mergers and Acquisitions Acquisitions 130

What's Market

SEPTEMBER 26, 2022

For example, in the 2021 study only 2% of the reported deals left knowledge undefined. Specifically, including constructive knowledge has steadily increased over the nine ABA studies— from 52% of reviewed deals in the 2005 ABA study to 81% in the most recent 2021 study (down slightly from 86% in the 2019 study).

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Negotiation Mergers 52

Chesapeake Corporate Advisors

APRIL 8, 2024

The Bad News Is Not So Bad Rising interest rates and economic uncertainty have tamped down the M&A frenzy that peaked in 2021. Among 420 private equity firms, the number of closed deals dropped from a high of 193 in Q4 of 2021 to a low of 57 in Q2 of this year, per a GF Data mid-year report.

M&A 52

M&A Investment Banking Negotiation Investment 52

Shearman & Sterling

APRIL 6, 2021

On March 29, 2021, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery granted defendants' motion for judgment on the pleadings in a breach of contract action brought by plaintiff Deluxe Entertainment Services, Inc. Deluxe Ent. DLX Acquisition Corp., CV 2020-0618-MTZ (Del.

Accountant 40

Accountant Bank Banking Private Equity 40

Shearman & Sterling

APRIL 18, 2023

2021-0838-NAC (Del. The Court found that the Agreement—which was negotiated by sophisticated parties—unambiguously established that Seller was indefinitely liable for the products liability claims for products sold before closing. Merck & Co., Bayer AG, No.

Pharmaceutical 40

Pharmaceutical Negotiation Stock Acquisitions 40

The TRADE

FEBRUARY 23, 2024

He has two decades of experience in the capital markets industry and was previously Neptune’s chief technology and product officer, having joined back in 2021. Gavin Collins has joined Trumid in a newly created role to head up its dealer-to-client Attributed Trading protocol.

Trading 59

Trading Electronics Capital Market Negotiation 59

What's Market

OCTOBER 11, 2022

Market Trends: What You Need to Know According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Points Studies, the use of stand-alone indemnities in reported private company M&A transactions has increased from 69% in its 2007 study to 96% in 2021. The chart below shows this trend.

M&A 52

M&A Mergers and Acquisitions Negotiation Mergers 52

How2Exit

JUNE 10, 2024

After being laid off in 2021, Shane pivoted to business ownership, acquiring a three-location trailer dealership in the Dallas-Fort Worth area. In a twist of fate, a restructuring layoff in 2021 became the catalyst for his foray into acquisition entrepreneurship.

Corporation 100

Corporation Mergers and Acquisitions Acquisitions Business 100

The Deal

SEPTEMBER 11, 2023

There were a record 626 completed deals in 2022, up from 348 in 2021, with the U.S. Lee and Wong agreed that buyers and sellers have evolved to be more in tune with integration considerations, negotiations have become less aggressive, and there appears to be a common goal to further the field to see the industry grow and establish itself.

M&A 80

M&A Negotiation Valuation Acquisitions 80

What's Market

AUGUST 15, 2022

Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: The use of separate escrows for purchase price adjustments has been increasing on a fairly steady basis since 2007 (with a slight dip in 2021 from a 2019 high). The chart below shows this trend.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Mergers Acquisitions 52

What's Market

AUGUST 29, 2022

The 2017, 2019, and 2021 ABA studies each show that indemnity caps and indemnity baskets were lower in reported deals where representations and warranty insurance (RWI) was referenced in the deal documents, as compared with transactions without any such reference.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Mergers Insurance 52

Sun Acquisitions

FEBRUARY 10, 2023

more than in 2021. Forecasts are predicting that in 2023 there will be nearly 2,934 hotel openings across the globe, up from 2,246 opened in 2021. Among the points up for negotiation will be: The selling price: There’s quite a bit of back and forth that may happen as the buyer tries to get you to lower the price.

Business 52

Business Broker Valuation Sale 52

What's Market

SEPTEMBER 6, 2022

The most recent three of these studies (2017, 2019 and 2021) have looked at representation and warranty insurance (“RWI”) in private company M&A transactions. The percentage of transactions expressly referencing RWI increased from 29% in the 2017 study, to 52% in the 2019 study, to 65% in the 2021 study.

Insurance 52

Insurance Mergers and Acquisitions M&A Mergers 52

What's Market

OCTOBER 18, 2022

The scope and detail of these representations and warranties are often heavily negotiated and tailored to reflect not only the nature of the target and its business, financial condition, and operations, but also the relative negotiating strength of the buyer and seller. Observations. ” Observations. ” Observations.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Negotiation Mergers 52

Cooley M&A

OCTOBER 24, 2024

September 2024), the Delaware Chancery Courts found buyers liable for failure to comply with negotiated earnout covenants – and in the latter case, awarded the plaintiffs more than $1 billion in damages. In this post, we recap the unique facts of each case, the negotiated efforts covenant and key takeaways. Johnson & Johnson (Del.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Negotiation Sale 52

What's Market

AUGUST 22, 2022

In terms of the specific types of baskets, deductibles have become increasingly common, now seen in almost ¾ of transactions reviewed in the 2021 study. Over the nine ABA studies (2005-2021), the level of indemnity baskets as a percentage of transaction value, whether as mean or median, has remained fairly consistent.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Insurance Mergers 52

Cooley M&A

MAY 23, 2024

The American Bar Association’s Private Target Mergers & Acquisitions Deal Points Study estimates that 55% of private transactions used R&W insurance in 2023, a fall from the record 65% set in 2021. The overall number of claims has increased because of the M&A boom in 2020 and 2021. of the policy limit.

Insurance 52

Insurance M&A Underwriting Financial Statement 52

The TRADE

SEPTEMBER 13, 2023

Panellists agreed the long-term effects of the SA-CCR regulation, implemented in 2021 – with the aim of bringing a more standardised approach for measuring counterparty credit risk exposures – would likely soon begin to show and to stress the need for better TCA offerings. “There needs to be more data driven discussion.

Book-building 69

Book-building Trading Negotiation IT 69

Periculum Capital

JULY 13, 2023

After successfully opening three new locations in 2020 and 2021, Pet Palace engaged Periculum in late 2022 to run a targeted sell-side process positioning the Company as a premium asset in a highly fragmented market.

Sale 52

Sale IT Advisory Capital 52

What's Market

SEPTEMBER 19, 2022

Market Trends: What You Need to Know “Sandbagging” concepts are often the subject of intense negotiation in M&A transactions. In the 2021 ABA study, 29% of the agreements included a pro-sandbagging provision, 2% of the agreements included an anti-sandbagging provision, and 68% of the agreements were silent on the issue.

M&A 52

M&A Mergers and Acquisitions IT Insurance 52

How2Exit

DECEMBER 11, 2023

2021, March 10). With its unique approach and commitment to excellence, Peterson Acquisitions is well-positioned to shape the future of the mergers and acquisitions industry. rn References rn rn Peterson Acquisitions. Retrieved from [link] rn Craig, D. How to Exit Podcast [Audio podcast episode]. In How to Exit Podcast.

Acquisitions 130

Acquisitions Mergers and Acquisitions Business Education 130

Cleary M&A and Corporate Governance Watch

MAY 12, 2023

Legal Context The principle of freedom of contract, which allows sophisticated parties to freely negotiate the terms of their agreements and to rely on the enforceability of such agreements is a cornerstone of Delaware law. 12, 2021). [13] in the case of fraud). [3] in the case of fraud). [3] 6] Manti Holdings, LLC v. 3d 1199 (Del.

Corporation 52

Corporation Investors Negotiation M&A 52

IBG

MARCH 14, 2024

Some R&W provisions are boilerplate, while others are negotiated and carefully tailored to the deal, the nature of the company, its operations and financial condition, and how the seller has described them. In its survey, “2021 M&A Deal Terms Study,” SRS Acquion, Inc., six months) to long-term, perhaps as long as four years.

Sale 52

Sale Business M&A Insurance 52

Sun Acquisitions

JANUARY 17, 2023

As a seller, brokers have the expertise and experience to help you find potential buyers, negotiate terms of the sale, and handle all the various paperwork that’s involved. A shrewd business broker will be able to facilitate negotiations if a strategic buyer is identified. 3. Sell to a Financial Buyer.

Healthcare 52

Healthcare Business Broker Private Equity 52

Focus Investment Banking

APRIL 1, 2024

Leveraging scale and knowing how to negotiate better rates with payors. Decreasing costs (for example, negotiating lower prices on heading aids, drugs for allergy management, and other items through the purchasing power of a larger organization). Making day-to-day operations more efficient.

Private Equity 52

Private Equity Equities Negotiation Investment 52

Cooley M&A

JANUARY 25, 2023

Although 2022 saw a general decline in M&A activity in the life sciences industry compared to 2021’s frenetic pace (when deal volume was up 52% from 2020 ), life sciences deal flow in 2022 on balance remained strong despite the headwinds. Let’s dig in.

M&A 40

M&A Mergers and Acquisitions Pharmaceutical Collaboration 40

Deal Law Wire

MARCH 29, 2022

For example, in one case from 2021, a major Canadian issuer announced that it was considering investing in a California-based target by creating a special purpose vehicle and structuring options through which, post-legalization in the US, the Canadian issuer would become a major equity holder of the California-based target.

Investment 52

Investment Securities Negotiation Capital 52

Intrepid Banker Insights

OCTOBER 17, 2022

We ended 2021 having survived another year of the pandemic, with equity markets at or near all-time highs, interest rates near historic lows, and technology M&A activity at record levels. Intrepid Investment Bankers A Rollercoaster Ride for Software Markets It has been a disconcerting journey through the first three quarters of 2022.

Valuation 52

Valuation M&A Capital Middle Market 52

Transactional Delights

OCTOBER 15, 2020

It can enter into negotiations with the offerer, or it can adopt a poison pill, thereby eliminating the ability of an acquirer to acquire economic and actual ownership of the company, without first engaging with the board. Now these two things aren’t mutually exclusive, you can also adopt a pill and enter into negotiations.

M&A 40

M&A Shares Economics IT 40

Sica Fletcher

APRIL 2, 2024

Granted, these numbers are not quite at pre-pandemic levels yet (although they are close), and they are nowhere near the M&A boom of 2021. In deals with the highest earnout, business owners turn to a specialized M&A advisory firm to handle negotiations and oversee valuations.

M&A 52

M&A Insurance S&P Broker 52

Focus Investment Banking

JUNE 13, 2023

In addition to negotiated payments, providers can earn incentives for providing high-quality, efficient care. Formerly owned by Tahoe Investment Group, which bought the company in April 2017, Alliance was acquired by Akumin, a publicly traded company, in June 2021 for $820 million. Alliance Health Services. US Oncology Network.

Hospitality 52

Hospitality Private Equity Mergers and Acquisitions Medical 52

Deal Law Wire

JULY 15, 2022

The most recent attempt is Bill S-211, An Act to enact the Fighting Against Forced Labour and Child Labour in Supply Chains Act and to amend the Customs Tariff (the Bill ) which was first introduced to the Senate on November 24, 2021. Buyers may also wish to negotiate indemnities from sellers against losses related to modern slavery issues.

M&A 52

M&A Business Financial Statement IT 52

What's Market

SEPTEMBER 12, 2022

Transaction parties negotiated expanded or new representations to address the effect of Covid-19 on the target business, as well as the policies and protocols for dealing with those effects. The Covid-19 virus underscored this aspect of M&A practice.

M&A 52

M&A Mergers and Acquisitions Negotiation Mergers 52