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Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers.
The new HSR rules will fundamentally alter the premerger notification process, and substantially increase the burden on filing parties, who will need to provide significantly more information and documents with their initial filings.
These representations often serve two purposes: first to prompt a seller to make disclosure in a document called the Disclosure Schedule if a representation is untrue, and the other is to allocate the involved risks between buyer and seller if. In other words, statements about the business that the sellers promise are true.
Attorneys and their clients alike favor both increasing efficiencies and achieving predictability in how deal documents would be analyzed if there is ever a dispute.
Inorganic growth through M&A and corporate development has become an integral strategy for companies seeking innovation and competitive advantage. The Evolution of M&A Playbooks A playbook is essentially a roadmap for the M&A process. M&A is not just a series of transactions. It’s a learning journey.
Is your M&A target a company that develops or uses artificial intelligence (“AI”) tools? AI, and generative AI technologies specifically, are powerful business tools but present novel legal issues in the context of M&A transactions. To effectively do this, it is. By: Sheppard Mullin Richter & Hampton LLP
This recent Greenberg Traurig memo addresses the implications of the 2024 DGCL amendments that drafters of merger agreements, resolutions, and other corporate documents should keep in mind.
In the realm of mergers and acquisitions (M&A), due diligence is a critical phase where a buyer’s acquisition team assesses potential risks and opportunities before finalizing the terms of an agreement to purchase its target company.
In mergers and acquisitions, both the seller and the buyer may need to include employment-related provisions in the M&A documentation. We have gathered together the most frequent and significant employment provisions for these types of transactions. By: Ius Laboris
Mergers and acquisitions (M&A) have always been a high-stakes game. From streamlining complex processes to uncovering hidden opportunities, tech supercharges M&A dealmaking across all stages. Virtual data rooms (VDRs) and AI-powered document review tools have revolutionized the game.
That is especially true for organizations working in corporate development and M&A, where preventing unauthorized user access and protecting the confidentiality of data is paramount. Studies confirm that cloud-based M&A platforms are more secure and better able to respond to security challenges than generic, standalone tools.
In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court despite clear and explicit language in the documents. Jackson Milhollan v. Live Ventures, Inc., The defendant, a.
While the Rules omit some of the more extreme aspects proposed in the 2023 draft rules, such as the need to provide draft documents and labor data, they. These Rules – the first major overhaul to the Hart-Scott-Rodino (HSR) filing form in the nearly 50-year history of the HSR Act – will fundamentally alter the premerger notification process.
The introduction of ChatGPT and GPT-4 marks a significant transformation in the way all types of ‘knowledge work’, including M&A and corporate development, will be carried out. For example, take the following prompt: “How could <company name> create value through M&A?”
M&A transactions involve complex processes, multiple stakeholders and a significant amount of data. One such tool gaining prominence in the M&A landscape is the Midaxo Value Tracker. Enhanced Collaboration and Communication Effective collaboration and communication are vital for successful M&A transactions.
Can the buyer in a M&A transaction who takes possession of the seller’s or target company’s privileged communications on closing use those communications in a post-closing dispute against the seller? Can the seller assert privilege and demand return of the documents? Traduction en cours.
One of the first questions a seller often asks is, “What documents are needed to sell a business?”. We’ve split the required documents as follows: A checklist of the legal documents needed to sell a business. A checklist of the financial documents needed to sell a business. Legal Documents Needed to Sell a Business.
More specifically, platforms designed for M&A deal management eliminate siloed teams and disjointed communications that have long plagued deal flow. Below we discuss four ways an M&A platform helps enable efficient and collaborative due diligence. Additional notes regarding these forms of communication can also be captured.
In today’s digital era, artificial intelligence (AI) and automation are revolutionizing industries worldwide, and mergers and acquisitions (M&A) are no exception. These technologies are fundamentally altering how businesses approach M&A, enhancing efficiency, reducing risks, and unlocking new opportunities for value creation.
Introduction This article showcases how ChatGPT can serve as an effective M&A consultant by demonstrating how it can be used to help develop a best practices-based M&A playbook. An M&A playbook is a comprehensive framework that guides an organization’s M&A activities from start to finish.
These challenges often center on intellectual property (IP) risks, licensing considerations, M&A due diligence, and documentation practices. Integrating AI tools into drug discovery introduces a mix of opportunities and challenges for startups and large pharmaceutical companies. By: Fenwick & West LLP
11 Lessons We Learned About Protecting Assets and Risks in M&A by Interviewing Joe Prencipe. Ron Concept 1: Know The Risks of M&A When it comes to mergers and acquisitions (M&A), it is essential to understand the risks involved. -Ron M&A can be a great way to expand a business, but it can also be very risky.
On TheCorporateCounsel.net, I recently blogged about the 2023 amendments to the DGCL. The governor of Delaware signed those amendments into law on July 17th, and, with a few exceptions, they will be effective August 1st.
As part of our ongoing series on tax issues for accounting firms, this article provides information on retirement or deferred compensation arrangements, the related rules of Section 409A of the Internal Revenue Code, and how these issues may impact M&A deal structures and negotiations. By: Levenfeld Pearlstein, LLC
By including a jury trial waiver in an M&A purchase agreement, the parties agree to waive their rights to a jury trial in any dispute under the M&A agreement. Originally Published in Bloomberg Law. By: Goulston & Storrs PC
Most corporate development and M&A professionals believe that rapidly evolving AI technology should be used with a fair amount of skepticism. Knowledge Management AI-powered language models can augment the centralized repositories of information that store and organize documents, guidelines and best practices related to PMI processes.
In the ever-evolving landscape of mergers and acquisitions (M&A), the key to success lies not just in strategic decision making but in the execution of those strategies. As the McKinsey article The ten rules of growth describes, programmatic M&A drives 3.8x faster growth than strategies based solely on organic growth.
b' E194: Navigating Business Success: Insights from Entrepreneur and M&A Expert Richard Tunnah - Watch Here rn rn About the Guest(s): rn Richard Tunnah is an experienced entrepreneur and mergers and acquisitions expert. He emphasizes the importance of forward planning and exit strategy when it comes to selling a business.
See how model output can be more accurate when OpenAPI documents are used as a part of a prompt. A challenge for GenAI users is finding valid data for their prompts or Vector Databases.
Ron Concept 1: Have Legal Documents Ready When it comes to buying or selling a business, having the right legal documents in place is essential. Without the appropriate legal documents, the process of acquiring or merging with another business can be difficult, time-consuming, and costly.
Their team is experienced in M&A, and they hire the best talent available. rn Visit [link] rn _ rn About The Guest(s): Elizabeth Knopf is an M&A investor and growth expert with over 15 years of experience in the tech industry. Reconciled sets the standard for consistency and quality that you can count on.
million for HeadSpin, a mobile app testing startup whose founder was sentenced for fraud earlier this year, according to documents viewed by TechCrunch. Canadian private equity firm PartnerOne paid $28.2 The fire sale was reported by TechCrunch last week.
Disclosed” is regularly deemed to be at least the content of an electronic data room in which the seller posts documents and information about the object of. By: McDermott Will & Emery
For the first time, the FTC and DOJ have revised and combined the previous Vertical Merger Guidelines and Horizontal Merger Guidelines into one document. By: Lowenstein Sandler LLP
E252: How Issac Qureshi Built an E-Commerce Empire: Mergers, Acquisitions, and Leveraged Buyouts - Watch Here About the Guest(s): Issac Qureshi : Issac Qureshi is the founder and owner of Bauer, a mergers and acquisitions (M&A) firm specializing in e-commerce. You move from a paid strategy to a nonpaid strategy."
In ABCast Episode 21 – Due Diligence Janathan Allen discusses a crucial element of Mergers & Acquisitions or M & A: comprehensive and thorough due diligence.
Part 1: Integration Management Office (IMO) Playbook: Your Coach’s Handbook to M&A. Adapted from The Art of M&A Integration for Maximum Results. Not only did Coach Bobby Knight know what it took to win, he knew that preparation was the key to that success , and he documented it – to help coach his team to execute consistently.
Ron Concept 1: Bring the Lawyer in Last When buying or selling a small business, Joel recommends bringing the lawyer in last. He believes that attorneys often have a reputation for killing deals and that they should only be brought in once the deal is nearly done and due diligence needs to be completed.
Chapter 1: A Modern Due Diligence Guide for Today’s Economy Merger and acquisition (M&A) due diligence is a crucial process for businesses looking to acquire or merge with another. According to a study by Deloitte, over 90% of M&A deals fail to achieve their objectives, often due to inadequate due diligence.
11 Things We Learned about M&A by Interviewing Christian Haack E105: Watch Here Here is what my team and I learned from this interview: (These are notes from team members, writers, sometimes AI, and even listeners who submitted what i learned loosely edited and shared here) - If it seems a bit unrefined, you're reading our notes, so.
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