Deal Lawyers

NOVEMBER 8, 2023

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.

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Negotiation Valuation 113

JD Supra: Mergers

OCTOBER 24, 2024

In mergers and acquisitions (M&A), few transactions are as complex as carve-outs.

M&A 171

M&A Negotiation Mergers and Acquisitions Sale 171

Deal Lawyers

DECEMBER 16, 2024

Last week, the SEC announced settled enforcement proceedings against Cantor Fitzgerald for its alleged role in causing two SPACs that it controlled to make misleading statements to investors about the status of their discussions with potential acquisition targets ahead of their initial public offerings (IPOs).

Negotiation 100

Negotiation Initial Public Offering IPO Mergers 100

The TRADE

JUNE 3, 2024

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.

Negotiation 110

Negotiation Trading Equities Management 110

Deal Lawyers

FEBRUARY 14, 2024

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.

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Negotiation Mergers 124

JD Supra: Mergers

JULY 21, 2023

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.

Negotiation 130

Negotiation M&A Corporation Business 130

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.

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Negotiation Funds Securities IT 318

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

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M&A Insurance Mergers and Acquisitions Risk Management 288

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 159

Negotiation Government Mergers Corporation 159

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

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Mergers and Acquisitions Negotiation M&A Mergers 183

CNBC: Investing

APRIL 20, 2025

Nvidia's drop last week is an example of how the still-developing trade situation can deliver bad news for key stocks.

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Negotiation Stock Trading 105

Global Newswire by Notified: M&A

MARCH 20, 2024

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

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Negotiation Healthcare 81

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.

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M&A Insurance Negotiation 177

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 171

Negotiation M&A Mergers Stock 171

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 171

Business Negotiation Valuation Sale 171

JD Supra: Mergers

MAY 1, 2025

Negotiating a basket mechanism into your merger or acquisition agreement? 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. By: Woodruff Sawyer

Insurance 159

Insurance M&A Mergers and Acquisitions Negotiation 159

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.

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Negotiation Sale Business Broker 69

JD Supra: Mergers

JUNE 6, 2025

The sale was followed by a negotiated exit plan agreed amongst the Company and its shareholders, and stands as an example of the value of a unified legal strategy in complex cases such as these. By: Conyers

Sale 130

Sale Collaboration Negotiation Corporation 130

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 171

Negotiation Mergers Acquisitions 171

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 171

Negotiation Business 171

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

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Negotiation Shares 171

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 171

Negotiation IT 171

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.

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Negotiation M&A Mergers and Acquisitions Collaboration 59

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

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Negotiation M&A Corporation 197

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 171

Capital Negotiation Funds 171

JD Supra: Mergers

JANUARY 15, 2025

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

Retail 165

Retail Negotiation Acquisitions IT 165

The New York Times: Mergers, Acquisitions and Dive

MAY 1, 2023

The resolution of First Republic Bank came after a frantic night of deal making by government officials and executives at the country’s biggest bank.

Negotiation 97

Negotiation Bank Banking Government 97

JD Supra: Mergers

MARCH 26, 2025

On January 9, 2025, Joe Dowdy (Raleigh Partner) and Colleen Bear (Senior Manager Talent Management and Coach) hosted the first of Kilpatricks monthly virtual roundtable discussions with in-house counsel to develop strategies for improving advocacy and negotiations through better interpersonal effectiveness. By: Kilpatrick

Negotiation 165

Negotiation Business Management 165

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 188

Mergers and Acquisitions M&A Negotiation Mergers 188

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 159

Debt Negotiation 159

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 171

Mergers and Acquisitions Negotiation Mergers M&A 171

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 192

Corporation Negotiation Economics Government 192

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 183

Negotiation Business 183

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 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 159

Insurance Negotiation 159

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 188

M&A IPO Negotiation Acquisitions 188