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A letter of intent (LOI) or term sheet tends to be the first substantive document for an M&A transaction. It outlines the key terms and mutual understanding between a buyer and seller while they progress through due diligence and work towards negotiating, preparing, and executing a definitive agreement.
Two recent English cases illustrate a strict and a more flexible approach by the courts when considering whether the signing of a legal document has complied with, or is rendered ineffective by non-compliance with, prescribed statutory formalities. We first look at the more flexible approach. By: Shearman & Sterling 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.
Business divorces are often messy. The reasons for business divorces vary – personality-driven disputes, disagreements over business direction, or timing and distribution of earnings.
On 23 June 2025, the UK government published its new Modern Industrial Strategy document (the “IS Document”), outlining the government’s current strategies for UK economic growth. The IS Document makes. By: Pillsbury - Global Trade & Sanctions Law
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.
When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore over the materials and come to the table armed with a long list of due diligence follow-ups and other questions.
and certain of its investment advisors and funds (collectively, KKR) systematically flouted the [notification and reporting] requirements of the Hart-Scott-Rodino Act (HSR Act or Act) by: (1) failing to make an HSR filing for two transactions; (2) altering documents in HSR filings for eight transactions; and (3) systematically omitting required.
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.
Its a cautionary reminder to transactional lawyers: if the dealmaking process is not precise (or well-documented), then the risk of post-closing litigation is increased. Theres a tongue-in-cheek joke within the legal industry that transactional lawyers create the problems, and the litigators get paid to clean them up.
Almost one year ago, Chancellor Kathaleen St. McCormick ruled that a board of directors of a Delaware corporation must at a "bare minimum" approve an "essentially complete" version of the merger agreement. Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. By: Allen Matkins
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.
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.
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
Our multidisciplinary team is deeply experienced in supporting private equity firms and their portfolio companies in this sector—from transaction documentation and intellectual property protection to workforce compliance and risk management. By: Morgan Lewis
Morgan | Aumni, the report draws directly from legal documents underlying private market transactions, offering one of the clearest, most data-rich perspectives available for founders, investors, and board members navigating today’s market. Produced in collaboration with J.P.
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. By: DarrowEverett LLP
The simple reason is that many owners of LLCs, S Corporations, and even C Corporations do not keep up to date with business financial records and the documentation required to successfully sell or transfer a business. Why does it take so long to prepare your business for sale? By: Allen Barron, Inc.
Submissions may be made anonymously and may include Allegations may be submitted supporting documents related to their submissions. Customs and Border Protection (“CBP”) announced it is deploying the Forced Labor Allegation Portal, which allows users to submit forced labor allegations. By: Husch Blackwell LLP
Disclosure statements and plans contain considerable information, and the most pressing issues for a creditor can vary depending on the nature of the creditor’s claim and its relationship with the debtor. This is determined on a case-by-case basis.
Among the rest, the top current use cases are: Due diligence (analysis) Identifying targets Deal screening & prioritization Document/report creation Clearly, many teams are still in experimentation mode—and focused on applying AI in labor-intensive tasks that benefit from automation or summarization.
Summary of: What Privacy, Security, and Compliance Documentation Will Acquirers Expect? In this article, well outline the key privacy, security, and compliance documentation that buyers especially private equity firms and strategic acquirers expect to see during due diligence.
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.
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
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
As everyone knows, the Justice Department’s guidance carries talismanic significance — it is an important document that provides valuable direction on the design and implementation of an effective compliance program. The Justice Department announced yet another version of its Evaluation of Corporate Compliance Programs.
This 904-page resource covers a broad range of topics, including the mechanics of an M&A transaction, documentation, disclosure, tax, accounting, antitrust, contractual transfer restrictions, successor liability, antitakeover & fiduciary duties of directors and controlling stockholders.
By replacing FSG’s legacy process of emailing documents and juggling spreadsheets between deal participants, Christian introduced a secure, centralized hub for all M&A-related data, documents and workflows. Christian is leveraging the seamless linkage between diligence requests, responses, and supporting documents.
Easily access your pipeline, CRM details, contacts, and document data—even during travel or critical meetings. To do that effectively, he needs quick, seamless access to deal information in a central location. The Midaxo app ensures you never miss a beat.
Cisco DevNet presents at API Days Paris 2023 Year after year, this global event for API practitioners gets bigger. This year the event was held in the newly renovated CNIT Forest – a central and easy… Read more on Cisco Blogs
As a result, merging companies and their advisors are challenged to meet regulators’ ever-growing demands for internal documents. When a regulator refers a matter to Phase 2, requests for information (RFIs) require parties to identify and disclose internal documents relating to the proposed transaction.
The answer largely depends on whether they have or will have certain other startup documents in place. I’m often asked by clients whether startups should have a separate stockholders’ agreement among the founders. By: Farrell Fritz, P.C.
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
Allocation of merger control execution risk in deal documents therefore remains front of mind for buyers and sellers alike. Regulatory intervention levels are rising. The concerns of antitrust authorities and foreign investment (FDI) regulators are evolving and can be unpredictable. By: A&O Shearman
THIS DOCUMENT IS AN UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION OF THE PRESS RELEASE REGARDING THE RESPONSE DOCUMENT (NOTE EN RÉPONSE) WHICH WAS FILED WITH THE FRENCH AUTORITÉ DES MARCHÉS FINANCIERS ON JUNE 5, 2025.
10, 2024, to substantially amend the Hart-Scott-Rodino Act (HSR) premerger notification rules, HSR form and instructions, expanding the scope of information and documentation parties must submit in an HSR filing. The Federal Trade Commission (FTC) voted unanimously on Oct. By: Holland & Knight LLP
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.,
That proposal hinted that the New HSR Form would require significantly more detailed information and expand the amount and types of documents included with the filing. By: Polsinelli
The Canadian government has proposed giving the Minister of Innovation, Science and Industry the ability to direct the Competition Bureau to conduct market studies with the ability to compel production of related documents and testimony from market participants, among other amendments. By: Stikeman Elliott LLP
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