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.

Negotiation 294

Negotiation Securities Funds IT 294

JD Supra: Mergers

SEPTEMBER 5, 2024

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

M&A 283

M&A Insurance Mergers and Acquisitions Risk Management 283

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.

Negotiation 130

Negotiation Broker Sale 130

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.

Negotiation 155

Negotiation Government Mergers Corporation 155

Global Newswire by Notified: M&A

MARCH 20, 2024

Avant Technologies Enters into Negotiations to Acquire Key Player in Healthcare Data Interoperability Services.

Negotiation 81

Negotiation Healthcare 81

Lake Country Advisors

APRIL 15, 2024

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.

Negotiation 69

Negotiation Sale Business Broker 69

JD Supra: Mergers

SEPTEMBER 10, 2024

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

Mergers and Acquisitions 177

Mergers and Acquisitions Negotiation M&A Mergers 177

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.

M&A 172

M&A Insurance Negotiation 172

JD Supra: Mergers

SEPTEMBER 12, 2024

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.,

Negotiation 167

Negotiation M&A Mergers Stock 167

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.

Business 167

Business Negotiation Valuation Sale 167

Global Newswire by Notified: M&A

NOVEMBER 17, 2024

EXOSENS ENTERS INTO EXCLUSIVE NEGOTIATIONS TO ACQUIRE NOXANT, SPECIALIZED IN HIGH PERFORMANCE COOLED INFRARED CAMERAS PRESS RELEASEMÉRIGNAC – PALAISEAU,

Negotiation 59

Negotiation 59

JD Supra: Mergers

NOVEMBER 18, 2024

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

Debt 155

Debt Negotiation 155

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.

Negotiation 59

Negotiation M&A Mergers and Acquisitions Collaboration 59

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

Negotiation 167

Negotiation Mergers Acquisitions 167

JD Supra: Mergers

JANUARY 8, 2024

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.

Corporation 187

Corporation Negotiation Economics Government 187

JD Supra: Mergers

FEBRUARY 6, 2024

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).

M&A 182

M&A IPO Negotiation Acquisitions 182

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

Negotiation 167

Negotiation Business 167

JD Supra: Mergers

OCTOBER 30, 2024

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

Negotiation 167

Negotiation Shares 167

JD Supra: Mergers

SEPTEMBER 13, 2024

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

Negotiation 167

Negotiation IT 167

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

Negotiation 192

Negotiation M&A Corporation 192

JD Supra: Mergers

SEPTEMBER 5, 2024

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

Capital 167

Capital Negotiation Funds 167

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.

Negotiation 145

Negotiation Mergers Management Mergers and Acquisitions 145

JD Supra: Mergers

AUGUST 30, 2023

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.

Mergers and Acquisitions 182

Mergers and Acquisitions M&A Negotiation Mergers 182

JD Supra: Mergers

JANUARY 25, 2024

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

Negotiation 167

Negotiation Investors Capital Sale 167

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.

Negotiation 145

Negotiation Private Equity Mergers and Acquisitions Equities 145

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.

Negotiation 144

Negotiation IT Mergers and Acquisitions Media 144

JD Supra: Mergers

SEPTEMBER 11, 2024

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

Mergers and Acquisitions 167

Mergers and Acquisitions Negotiation Mergers M&A 167

JD Supra: Mergers

SEPTEMBER 10, 2024

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.

Negotiation 177

Negotiation Business 177

JD Supra: Mergers

NOVEMBER 1, 2024

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

Insurance 155

Insurance Negotiation 155

JD Supra: Mergers

MARCH 19, 2024

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

Negotiation 161

Negotiation Economics Sale Business 161

JD Supra: Mergers

OCTOBER 18, 2024

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.

Negotiation 172

Negotiation M&A 172

JD Supra: Mergers

SEPTEMBER 11, 2024

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.

Negotiation 167

Negotiation M&A Mergers Stock 167

JD Supra: Mergers

JANUARY 2, 2024

9, 2023) - An Indiana corporation reorganized via bankruptcy into a Delaware LLC, and a senior note holder negotiated for nearly 90 percent of the equity. Washington Prime Group, LLC, C.A. 2022-0718-JTL (Del. The LLC agreement required that at least one member of the five-member board of managers be independent. By: Morris James LLP

Negotiation 161

Negotiation Funds Corporation Equities 161

JD Supra: Mergers

OCTOBER 14, 2024

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.

Negotiation 167

Negotiation Government Trading Business 167

JD Supra: Mergers

JUNE 10, 2024

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.

Capital 167

Capital Negotiation Investors Management 167

JD Supra: Mergers

JUNE 4, 2024

What may have seemed clear to parties in the heat of negotiations can often become less so as time passes, particularly where expectations are not met, or the relationship otherwise degrades. Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. As demonstrated in ARO inc.

Negotiation 167

Negotiation M&A 167

JD Supra: Mergers

JUNE 5, 2024

The Study looks at several areas of negotiation, including financial terms, pervasive qualifiers, representations and warranties, covenants, closing conditions, indemnification provisions, and representations and warranties insurance.

Mergers 161

Mergers Acquisitions Mergers and Acquisitions Insurance 161