The M&A Lawyer

AUGUST 25, 2015

Most private M&A transactions are structured as acquisitions of stock , rather than mergers or asset purchases. The principal agreement governing such a transaction is typically a Stock Purchase Agreement (SPA), sometimes styled a Securities Purchase Agreement or simply a Purchase Agreement. Article 2: The Transaction.

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Stock M&A Government Mergers and Acquisitions 130

The M&A Lawyer

SEPTEMBER 23, 2015

Interestingly, while M&A lawyers often get fairly animated in negotiating whether to include the word “prospects” in the MAE definition, they do not similarly struggle with inclusion of the “could reasonably be expected to have” language, which should be viewed by a court as having the same effect. 2d 14 (Del.

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M&A Mergers and Acquisitions Negotiation IT 130

Cooley M&A

OCTOBER 29, 2018

Sellers who have leverage in negotiating the transaction agreement might want to consider asking for a higher standard than “in all material respects” on the covenant compliance closing condition. Huntsman Corp. , 2d 715 (Del. 2008) and In re IBP, Inc. S’holders Litig. , 2d 14 (Del.

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Mergers and Acquisitions Mergers Business Pharmaceutical 52