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E261: Want to Know How to Dominate Negotiations? Master Negotiation Secrets: Unlock Deals Like a Pro - Watch Here About the Guest(s): Derrick Chevalier is a seasoned negotiation expert and consultant with decades of experience in the field.
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.
The new tool will facilitate the bilateral negotiation of blocks at mid prices in fixed income and equity index calendar rolls. According to the firm, its experience will help bring greater structure to the bilateral negotiation process, ensuring best execution with minimal information leakage.
Deciding whether a public company needs to disclose preliminary merger negotiations is always a challenging process, but the SEC recently announced an enforcement proceeding against a SPAC that serves as a reminder that getting that decision wrong can have a significant downside.
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.
This Hogan Lovells memo provides an overview of some of the key considerations for buyers in those deals when negotiating their obligations under an earnout provision. Earnouts are particularly popular as a tool for bridging valuation gaps in life sciences deals.
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.
RWI facilitates deal-making by offering protection against financial losses arising from breaches or inaccuracies of the representations and warranties made by the seller in the transaction documents, which are often a contentiously negotiated aspect of a purchase agreement. By: DarrowEverett LLP
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.
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.
A successful business sale hinges on solid negotiation skills. Best Practices for Negotiation of the Sale of Your Business Negotiating the sale of your business will impact your financial future and your company’s legacy. Therefore, communicating this clearly and concisely is pertinent to negotiating a business sale.
The scope and detail of these representations and warranties are often heavily negotiated and tailored to reflect both the nature of the target and its business, financial condition and operations, but also the relative negotiating strength of the buyer and seller. Originally Published in Bloomberg Law. By: Goulston & Storrs PC
billion following years of on-and-off negotiations. On December 23, 2024, Hudsons Bay Company, the parent company of Saks Fifth Avenue, completed its acquisition of Neiman Marcus Group, the parent company of Neiman Marcus and Bergdorf Goodman, for $2.7 By: ArentFox Schiff
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.
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. In M&A transactions, the definitive purchase agreement—e.g.,
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.
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.
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
The SEC alleged that the company failed to disclose preliminary de-SPAC negotiations with a target company in its IPO prospectus and falsely disclosed that it had not identified any potential targets or engaged in substantive discussions. II, a special purpose acquisition company (SPAC).
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
The European Commission and UK Competition and Markets Authority have concluded the technical negotiations on a new joint Competition Cooperation Agreement. Once finalised, this will strengthen their ability to coordinate, share information and work together more effectively on competition matters across jurisdictions. By: Hogan Lovells
One of the foundational provisions negotiated in almost every European leveraged loan agreement is the “Change of Control” definition and associated clauses. This provision is crucial because it directly impacts the risk profile of the loan from the lender’s perspective. By: Proskauer Rose LLP
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
based venture capital funds have become an increasingly significant source of capital for UK start-up and scale-up companies, the negotiation of terms often give rise to gaps in expectations and market norms between the two jurisdictions. By: Wilson Sonsini Goodrich & Rosati
EXOSENS ENTERS INTO EXCLUSIVE NEGOTIATIONS TO ACQUIRE NOXANT, SPECIALIZED IN HIGH PERFORMANCE COOLED INFRARED CAMERAS PRESS RELEASEMÉRIGNAC – PALAISEAU,
Get up to speed with Ramy Shweiky and Mark Seneca on: Negotiable terms when establishing a purchase price How your purchase price is adjusted at closing Examples of debt-like items. By: Orrick, Herrington & Sutcliffe LLP
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. In any merger or acquisition, the due diligence stage is one of the most critical steps.
Venture capital investors almost always receive preferred stock, which comes with various negotiated rights and preferences, including a liquidation preference. . By: Wyrick Robbins Yates & Ponton LLP
The New York Times: Mergers, Acquisitions and Dive
MAY 5, 2024
After letting exclusive talks with the movie studio Skydance lapse, Paramount’s directors met over the weekend and decided to negotiate with all the suitors.
One issue often negotiated is whether the amounts recoverable as indemnified damages should be calculated on an after-tax basis. Originally Published in Bloomberg Law. By: Goulston & Storrs PC
The New York Times: Mergers, Acquisitions and Dive
JUNE 11, 2024
There were several hitches in the last week as Skydance, Paramount and its parent company, National Amusements, reached the final stages of negotiations.
But the CTA presents unique analytical and reporting challenges for startups and venture backed companies because of the special economic and governance rights negotiated with investors in early stage and venture funding rounds. By: Farrell Fritz, P.C.
In all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms.
In the context of representations & warranties insurance (RWI), this change means that the interim period between a deal’s sign and close will likely also grow longer, requiring deal parties to negotiate for a longer interim breach coverage period in their RWI policies. By: Woodruff Sawyer
As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the other party does, or there may be economic uncertainty regarding the future performance of the business. By: Venable LLP
Uncertainty caused by macroeconomic risks such as the COVID-19 pandemic, severe weather events and geopolitical tensions has given rise to increased judicial consideration of contractual terms apportioning risk in the negotiation and execution of commercial transactions.
Buyers and sellers often negotiate the scope and types of damages subject to indemnification under the purchase agreement, including whether consequential damages that the buyer may suffer as a result of the seller's breach should be included in, or excluded from, the.
After what is described as “intense negotiations” among the commissioners, the Federal Trade Commission (FTC) has unanimously approved a substantial overhaul to the rules governing the documents and information that must be submitted as part of the parties’ premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements (HSR) Act.
Turman III, Deangeor Chin, Raquel Smith, and Tolulope "Tolu" Adetayo address the topic of possible pitfalls in the way that startups allocate company ownership or capital structure issues, particularly in negotiating terms with potential investors.
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