Remove topics tax-liability
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Practical M&A Treatise: 2024 Edition is Here!

Deal Lawyers

This 848-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.

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Selected Issues for Boards of Directors in 2024

Cleary M&A and Corporate Governance Watch

As has become a tradition, we have asked our colleagues from around our firm to boil down those issues in their fields that boards of directors and senior management of public companies will be facing in the coming year, yielding focused updates in eighteen topics that will surely feature at the top of board agendas throughout the year.

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No Undisclosed Liabilities Representations

What's Market

In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic basis, providing practical insight into where these trends are heading, and the relevant implications for M&A deal professionals. What Is a No Undisclosed Liabilities Representation?

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Anatomy of an Asset Purchase Agreement

The M&A Lawyer

These agreements, at their most basic level, provide for the sale of tangible and intangible assets and liabilities of a seller to a buyer in return for cash or some other form of consideration ( i.e. , something of value). Among other things, they require a well-crafted Asset Purchase Agreement (APA).

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Common Adjustments to EBITDA with examples

Wizenius

EBITDA stands for Earnings Before Interest, Taxes, Depreciation, and Amortization. 3️) Unrealized gains or losses Unrealized gains or losses are increases or decreases in the value of an asset or liability that has not yet been sold or settled. This compensation was well above market value and was a controversial topic among investors.

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11 Lessons We Learned About Protecting Assets and Risks in M&A by Interviewing Joe Prencipe

How2Exit

These costs can include taxes, legal fees, and other costs associated with the transaction. Additionally, when researching a topic, it is important to ask the right questions to ensure that a person gets accurate information. He also suggests working with experienced professionals who can help to identify any potential risks.

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Anatomy of a Stock Purchase Agreement

The M&A Lawyer

Some, such as “Liabilities,” “Material Adverse Effect” or “Seller’s Knowledge” (or their equivalents) are used throughout the contract and may be the subject of extensive negotiations. absence of undisclosed liabilities. tax matters. product liability. tax matters.

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