JD Supra: Mergers

JUNE 19, 2025

By: Woodruff Sawyer In this week’s edition of the D&O Notebook, my colleague and securities litigator Walker Newell takes a close look at the new Texas Business Court, which is a key plank in the Lone Star State’s strategy.

Business

JD Supra: Mergers

JANUARY 9, 2025

By: Woodruff Sawyer To gain some perspective on what may be ahead, I spoke with Doug Ellenoff, founder of the top law firm in the SPAC market, Ellenoff Grossman & Schole. Doug has been at the forefront of the SPAC market since its.

IPO

JD Supra: Mergers

MARCH 28, 2025

By: Woodruff Sawyer It comes up in almost every conversation I have about SPACs and de-SPACs. My clients are asking: Should they incorporate in the Cayman Islands and then remain there after their business combination?

Business

JD Supra: Mergers

OCTOBER 3, 2024

By: Woodruff Sawyer Traditionally, this has been the main type of derivative suit that has resulted in large settlements. Merger and acquisition cases are common here. Examples of these types of suits include Paramount Global (CBS-Viacom merger) and Tesla (Solar City merger).

Mergers and Acquisitions

JD Supra: Mergers

MARCH 21, 2024

Woodruff Sawyer is the market leader when it comes to placing D&O insurance for companies going public, be it through an IPO, direct listing, or merger with a SPAC (a “de-SPAC” transaction). By: Woodruff Sawyer Experience matters in this arena. There is significant complexity to the.

Insurance

JD Supra: Mergers

NOVEMBER 8, 2024

By: Woodruff Sawyer The SPAC market is chugging along with several IPOs and multiple deals being announced and closed. Although it's great to see this kind of activity again, the SPAC market is never without its challenges.

IPO

JD Supra: Mergers

MAY 23, 2024

Woodruff Sawyer is a market leader for. By: Woodruff Sawyer However, with some smart preparation and the expertise of the right advisors, insurance can go from being a necessary burden to a strategic asset.

IPO

JD Supra: Mergers

DECEMBER 12, 2024

By: Woodruff Sawyer Increased market competition has gradually tempered rate growth, and while hurricanes Helene and Milton were devastating, their insurance losses were lower than anticipated.

Insurance

JD Supra: Mergers

JUNE 23, 2023

By: Woodruff Sawyer How long will it really take to get the deal closed, now that target companies are not easy to come by and every deal seems to need an extension? How can the current litigation and.

IPO

JD Supra: Mergers

FEBRUARY 27, 2025

By: Woodruff Sawyer Given the relative rarity of these policies compared to their buy-side counterparts, we felt a refresher was in good order to highlight some differences and considerations.

Insurance

JD Supra: Mergers

OCTOBER 4, 2024

By: Woodruff Sawyer Here are highlights from my conversation with Jenn Calabrese and Alison Yablonowitz of Calabrese Consulting, a leading accounting and financial reporting services firm in the SPAC market.

Accountant

JD Supra: Mergers

NOVEMBER 1, 2024

By: Woodruff Sawyer 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.

Negotiation

JD Supra: Mergers

MAY 1, 2025

By: Woodruff Sawyer One of the questions it pays to ask (and answer) early on is how that basket mechanism will function with the retention amount you will be negotiating into your representations and warranties insurance (RWI) policy.

Insurance

JD Supra: Mergers

AUGUST 15, 2024

By: Woodruff Sawyer An oft-cited statistic is that 75% of venture-backed start-ups fail, a percentage that is probably both understated and fails to consider all the companies that never even raise a first round of venture capital funding.

Funds

JD Supra: Mergers

SEPTEMBER 16, 2024

By: Woodruff Sawyer The hard and soft market cycles have caused participants’ D&O program limits and cost to yo-yo up and down, leaving many to long for a period of calm and stability.

Insurance

JD Supra: Mergers

JULY 11, 2024

By: Woodruff Sawyer But today, the barbarians are at the gates. Will state corporate law power fracture into an Eastern empire in Wilmington and a Western empire in Austin or Sin City?

Corporation

JD Supra: Mergers

OCTOBER 15, 2024

By: Woodruff Sawyer According to EY’s Private Equity Pulse, Q2 2024 was the strongest quarter in two years, with 122 announced transactions at a valuation of $196 billion total enterprise value. But the US PE market is.

Private Equity

JD Supra: Mergers

AUGUST 21, 2024

By: Woodruff Sawyer RWI is a well-established tool in the merger and acquisition (M&A) toolbox for both private equity and strategic buyers. Broad coverage and competitive pricing have been the theme for 2024. RWI has been widely adopted.

Insurance

JD Supra: Mergers

JANUARY 25, 2024

By: Woodruff Sawyer For the first SPAC Notebook of 2024, I was pleased to speak once again with Doug Ellenoff, the founder of Ellenoff Grossman & Schole and someone who has been at the forefront of the SPAC market since its inception. In addition to evaluating SPAC activity in 2023, we looked at what to expect for this year.

IT

JD Supra: Mergers

SEPTEMBER 22, 2023

By: Woodruff Sawyer To delve into this timely subject, we spoke with two industry leaders—Stuart Brown, an insolvency, restructuring, and bankruptcy partner of the global law firm DLA Piper, and Taylor Sherman, director in the Restructuring and Dispute Resolution Practice at CohnReznick, an advisory, assurance, and tax firm.

Advisory

JD Supra: Mergers

JULY 31, 2024

By: Woodruff Sawyer Factors pushing new SPAC teams in that direction are the 1% excise tax being levied on SPAC redemptions and the negative SPAC environment the Delaware courts have created with their recent decisions.

JD Supra: Mergers

MARCH 19, 2024

By: Woodruff Sawyer We’ll examine the two underlying insurance categories in this blog and their impact on the reps and warranties insurance that companies should purchase for their merger or acquisition.

Insurance

JD Supra: Mergers

JULY 12, 2024

Bennett and Heather Weaver of Lowenstein’s Insurance Recovery Group sit down with Yelena Dunaevsky, Senior Vice President, Transactional Insurance, at Woodruff Sawyer to talk about the current state of SPAC related litigation and its impact on the insurance market. Today, Lynda A.

Insurance

JD Supra: Mergers

MAY 24, 2023

Woodruff Sawyer is a market leader for. By: Woodruff Sawyer However, with some smart preparation and the expertise of the right advisors, insurance can go from being a necessary burden to a strategic asset.

IPO

JD Supra: Mergers

FEBRUARY 13, 2024

By: Woodruff Sawyer From the dynamics of larger deals to the increasing prevalence of minority investments and earn-outs, the video sheds light on a diverse range of deals that have captured the attention of underwriters as well as the outlook for premium and retention rates.

Underwriting

JD Supra: Mergers

JANUARY 17, 2024

By: Woodruff Sawyer From mid-2020 through mid-2022, we saw a large uptick in the number of policies and limits bound, and so it stands to reason that the number of reps and warranties (R&W) claims received by insurers has increased in the past year.

Mergers and Acquisitions

JD Supra: Mergers

OCTOBER 26, 2023

By: Woodruff Sawyer No seismic market shifts or mind-boggling legal decisions or theories took place in the last month, but to keep our readers updated, below are a few interesting developments that are worth tucking away into your SPAC subconscious and/or keeping an eye on.

Insurance

JD Supra: Mergers

OCTOBER 17, 2023

By: Woodruff Sawyer Through the first half of 2023, the themes of 2022 (reduced deal volume and more competition for private equity deals) continued to cause the deal landscape to be exceedingly tough.

M&A

JD Supra: Mergers

APRIL 4, 2024

By: Woodruff Sawyer As we move further into 2024, we have a clearer perspective on where 2023 ended in the private equity and mergers and acquisitions (M&A) market. We predict more of the same throughout 2024, but there are bright signs for dealmaking this year.

Mergers and Acquisitions

JD Supra: Mergers

JUNE 15, 2023

By: Woodruff Sawyer (formerly Square) acquired Jay-Z’s failing music-streaming company, TIDAL, in a deal that was conceptualized as the two businessmen summered in the Hamptons together.

M&A

Deal Lawyers

JULY 5, 2023

Woodruff Sawyer recently published its 2023 Guide to Representations & Warranties Insurance, which provides an overview of current market conditions, policy terms and considerations for potential purchasers of RWI.

Insurance

JD Supra: Mergers

OCTOBER 17, 2023

By: Woodruff Sawyer

Private Equity

JD Supra: Mergers

AUGUST 14, 2023

By: Woodruff Sawyer Given the current state of the market, deal flow is down and, therefore, so is the number of submissions getting sent to representations and warranties insurance (RWI) underwriters. Underwriters are poised to strike when the market picks back up again but, in the meantime, where does that leave us?

Insurance

JD Supra: Mergers

JUNE 26, 2024

By: Woodruff Sawyer My goal in attending this conference, aside from seeing all of my SPAC colleagues and friends and meeting new SPAC market participants, is to get a feel for current problems and speed bumps in the SPAC market and to get involved in discussions on how best to approach and solve those problems.

JD Supra: Mergers

DECEMBER 12, 2023

By: Woodruff Sawyer GPs in particular use secondaries to offer liquidity to their legacy fund investors while holding on to promising portfolio companies that need more time to mature.

Insurance

JD Supra: Mergers

MAY 23, 2023

By: Woodruff Sawyer The federal government offers two primary incentives for renewable energy projects: an investment tax credit for eligible investments in property, such as solar panels, and a production tax credit for electricity from renewable sources.

Insurance

Deal Lawyers

JUNE 17, 2024

Woodruff Sawyer recently issued its “Guide to Insuring Fund Liability Risks for Venture Capital and Private Equity Firms.” ” The publication provides an overview of the key coverages and claims scenarios.

Private Equity