JD Supra: Mergers

JUNE 27, 2024

Unlike traditional Chapter 11 “free fall” bankruptcy cases, some debtors enter bankruptcy with pre-packaged or pre-negotiated plans, offering major advantages such as reduced case length. These plans, largely drafted and agreed upon prior to filing, can expedite case resolution from over a year to mere weeks.

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Negotiation 180

JD Supra: Mergers

APRIL 2, 2024

On February 29, 2024, Chancellor Kathaleen St. McCormick granted in part and denied in part defendants’ motion to dismiss claims seeking to invalidate the acquisition of a gaming company (“Target”) by a large technology company under Delaware General Corporation Law (“DGCL”) Sections 251 and 141 and asserting claims of conversion.

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Negotiation Government Mergers Corporation 157

JD Supra: Mergers

JANUARY 22, 2025

By: Troutman Pepper Locke

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Negotiation Investors Capital Government 169

JD Supra: Mergers

NOVEMBER 1, 2023

Previously in our series, our team evaluated a number of important points that buyers should consider when embarking on a build-to-buy transaction to protect against downside scenarios in those collaboration arrangements. Fortunately, many collaborations do result in an acquiror purchasing the desired asset.

Negotiation 157

Negotiation Collaboration 157

JD Supra: Mergers

SEPTEMBER 10, 2024

In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. Originally Published in Bloomberg Law. By: Goulston & Storrs PC

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Mergers and Acquisitions Negotiation M&A Mergers 180

Sun Acquisitions

APRIL 3, 2024

Mergers and acquisitions (M&A) can be some of the most complex and high-stakes transactions in the business world. Whether you’re looking to expand your company’s reach or considering the sale of your business, effective negotiation is a crucial skill. A well-prepared negotiator is a confident negotiator.

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Mergers and Acquisitions Negotiation Mergers Acquisitions 64

JD Supra: Mergers

AUGUST 30, 2023

In any merger or acquisition, the due diligence stage is one of the most critical steps. It allows the acquiring company to identify dealbreakers, assess risks, make informed decisions, negotiate effectively, ensure compliance, plan for integration, and set the stage for a successful and value-enhancing merger or acquisition.

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Mergers and Acquisitions M&A Negotiation Mergers 185

JD Supra: Mergers

JULY 21, 2023

Buy-side executives in an M&A deal negotiate with their sell-side counterparts for months, plying them for information, assessing the seller’s weaknesses and pressure points, and even making informal entreaties when the parties’ standstill agreement says they shouldn’t —all to get the best deal for the acquirer.

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Negotiation M&A Corporation Business 130

JD Supra: Mergers

SEPTEMBER 11, 2024

In merger and acquisition (“M&A”) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and covenants, along with related indemnification obligations.

Mergers and Acquisitions 169

Mergers and Acquisitions Negotiation Mergers M&A 169

JD Supra: Mergers

SEPTEMBER 12, 2024

asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the target company. In M&A transactions, the definitive purchase agreement—e.g., By: Goulston & Storrs PC

Negotiation 169

Negotiation M&A Mergers Stock 169

TechCrunch: M&A

APRIL 18, 2024

Sources close to the negotiations said […] © 2024 TechCrunch. Sources tell us that Lacework — a cloud security startup that was valued at $8.3 billion post-money in its last funding round — is in talks to be acquired by another security player, Wiz, for a price of just $150-$200 million. All rights reserved.

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Negotiation Securities Funds IT 312

JD Supra: Mergers

AUGUST 1, 2024

When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement ("NDA"). By: Winstead PC

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Negotiation Mergers Acquisitions 169

The New York Times: Mergers, Acquisitions and Dive

APRIL 18, 2024

The company and Apollo Global Management are discussing a joint effort, even as Paramount conducts exclusive merger negotiations with Skydance.

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Negotiation Mergers Management Mergers and Acquisitions 145

JD Supra: Mergers

SEPTEMBER 11, 2024

In M&A transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties and related indemnification covenants.

Negotiation 169

Negotiation M&A Mergers Stock 169

JD Supra: Mergers

JANUARY 25, 2024

​In a venture capital deal, a liquidation preference refers to the payout investors receive in a liquidation event (like a sale or merger) prior to any payments made to the common stockholders. By: Wyrick Robbins Yates & Ponton LLP

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Negotiation Investors Capital Sale 169

JD Supra: Mergers

MAY 2, 2024

Dealmaking in the life sciences sector comes with characteristics not typically seen in more traditional mergers and acquisitions (M&A). Deals often involve negotiating around complexities associated with both the unique nature of assets of life sciences companies and the unique industry ecosystem that brings these assets to life.

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M&A Mergers and Acquisitions Medical Negotiation 163

JD Supra: Mergers

APRIL 16, 2024

(“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its controlling stockholder when the controlling stockholder receives a non-ratable benefit unless the controller conditions the transaction on (1) negotiation by an independent committee and (2) approval by (..)

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Negotiation M&A Business Corporation 163

Deal Lawyers

FEBRUARY 29, 2024

.; 2/24), Chancellor McCormick refused to dismiss a plaintiff’s claims that the Activision Blizzard board of directors “violated multiple provisions of the Delaware General Corporation Law (the “DGCL”) governing board negotiation and board and stockholder approval of merger agreements” when it authorized the company’s merger (..)

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Mergers Negotiation Government Corporation 100

JD Supra: Mergers

JULY 27, 2023

In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways in which sellers can find potential buyers and work with advisors and brokers to evaluate the best fit.

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Negotiation Broker Sale 130

JD Supra: Mergers

SEPTEMBER 22, 2023

Corporate mergers, asset acquisitions, and divestitures often include a variety of environmental components or considerations – some of which can be nuanced – that can affect and can be affected by other non-environmental components.

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Mergers and Acquisitions Negotiation Corporation Mergers 150

JD Supra: Mergers

JANUARY 8, 2024

US Corporate Article - The American Bar Association’s (ABA) Business Law Section has released its 2023 Private Target Deal Points Study (the “Study”), the flagship product of the Market Trends Subcommittee of the Mergers and Acquisitions Committee. private companies.

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Mergers and Acquisitions Negotiation Acquisitions Corporation 163

The New York Times: Mergers, Acquisitions and Dive

DECEMBER 21, 2023

A potential deal could bolster their streaming businesses and negotiating power with cable operators. But their crushing debt load could be a turn-off.

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Debt Negotiation Mergers Business 111

Sun Acquisitions

MAY 8, 2024

In the fast-paced world of mergers and acquisitions, where figures and spreadsheets often take center stage, a subtle yet powerful force can shape a deal’s success or failure: emotional intelligence (EI). Building Trust: The Foundation of Successful Negotiations At the heart of any successful negotiation is trust.

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Negotiation Business Mergers and Acquisitions M&A 59

The New York Times: Mergers, Acquisitions and Dive

JUNE 10, 2023

The agreement to remake a global game stunned most of the sporting world after seven weeks of clandestine negotiations.

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Mergers Negotiation Mergers and Acquisitions Funds 97

How2Exit

OCTOBER 16, 2023

b' E149: Bill Snow: From Sales to Mergers and Acquisitions Expert - Watch Here rn rn 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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Mergers and Acquisitions Mergers Acquisitions Sale 130

Deal Lawyers

FEBRUARY 28, 2025

With the new, more burdensome HSR rules now in effect, a recent Fried Frank memo offers some advice about the new rules that buyers and sellers need to take into account when negotiating a merger agreement.

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Negotiation Accountant Mergers 113

JD Supra: Mergers

SEPTEMBER 4, 2024

In most M&A transactions, after the parties have negotiated the basic commercial terms, they then negotiate the warranties and indemnities (W&I). Generally, buyers want the anticipated value of their purchase without any surprises after the deal closes.

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M&A Insurance Negotiation 175

JD Supra: Mergers

MARCH 26, 2025

On January 9, 2025, Joe Dowdy (Raleigh Partner) and Colleen Bear (Senior Manager Talent Management and Coach) hosted the first of Kilpatricks monthly virtual roundtable discussions with in-house counsel to develop strategies for improving advocacy and negotiations through better interpersonal effectiveness. By: Kilpatrick

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Negotiation Business Management 163

Francine Way

JUNE 22, 2020

I learned a few new things in these 2 roles, including how to evaluate a merger opportunity and present it to a corporation’s Board of Directors (BoD). To pick up where we last left off with valuation, I will cover the topic of a Merger Relative Valuation in this blog post and move on to other non-valuation topics from here.

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Valuation M&A Mergers Mergers and Acquisitions 130

JD Supra: Mergers

JUNE 14, 2024

In business purchase and sale transactions, the purchase price leads to some of the most contentious push and pull in negotiations. To alleviate those contentions and come to a mutually beneficial agreement, alternative payment structures can be useful to provide flexibility when negotiating a deal.

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Business Negotiation Valuation Sale 169

How2Exit

OCTOBER 11, 2023

rn Visit [link] rn _ rn About The Guest(s): Steven Kuhn is a mergers and acquisitions expert, turnaround expert, and coach. rn Summary: Ronald Skelton interviews Steven Kuhn, a mergers and acquisitions expert and turnaround expert. Reconciled sets the standard for consistency and quality that you can count on.

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Mergers and Acquisitions Mergers Acquisitions M&A 130

MergersCorp M&A International

JANUARY 9, 2024

Mergers and acquisitions (M&A) transactions can be complex and require careful negotiation to ensure both parties involved in the deal are satisfied with the outcome. MergersCorp M&A International is a leading M&A advisory firm with a global reach, specializing in the facilitation of mergers, acquisitions, and divestitures.

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Negotiation M&A Mergers and Acquisitions Utilities 52

Sun Acquisitions

OCTOBER 15, 2024

In the high-stakes arena of mergers and acquisitions (M&A), success hinges not only on the strategic vision and financial acumen of dealmakers but also on the strength of the negotiating team. A firm negotiating team is pivotal in navigating deal-making complexities and maximizing outcomes for all parties involved.

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Negotiation M&A Mergers and Acquisitions Collaboration 59

Lake Country Advisors

MARCH 21, 2024

Mergers have become a common strategy for growth and expansion. However, amidst the excitement of potential synergies and increased market share, there lurk legal pitfalls that can derail even the most meticulously planned mergers.

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Mergers Business Risk Assessment Management 98

JD Supra: Mergers

AUGUST 24, 2023

Stockholders brought several lawsuits challenging the merger and asserted claims for breach of fiduciary duty against the insured’s directors, officers, and controlling stockholders for their roles in negotiating and. On December 4, 2019, the insured media company merged with another media company. By: Wiley Rein LLP

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Insurance Media Negotiation Mergers 130

JD Supra: Mergers

OCTOBER 3, 2024

While interest in buying and selling fashion brands and their associated business lines is constant, structuring and negotiating these opportunities is uniquely challenging. Here, we present key initial considerations for anyone sitting on either side of the table. By: Katten Muchin Rosenman LLP

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Negotiation Business 169

JD Supra: Mergers

SEPTEMBER 23, 2024

They provide a comprehensive guide on navigating private fundraises and M&A deals, covering essential phases such as due diligence, negotiating terms, and closing the deal. Additionally, they address post-closing obligations and. By: Arnall Golden Gregory LLP

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Negotiation M&A Corporation 194