Deal Terms: Break-Up Fees, Covenants to Closing and Material Adverse Change Clauses
The two recent busted mergers of Aetna and Humana and Cigna and Anthem could result in break-up fees of nearly $3 billion dollars, or a combined $15 billion of break-up...
After Tax: Calculating Your Net Proceeds from a Proposed Sale
After you have received a valuation on your company (by receiving an offer to purchase your business or by an independent appraisal), you should talk with your tax adviser to...
Know Your Worth: Valuing Your Business
Thinking about selling your company? It is paramount to know your company’s fair market value so you can get an appropriate price. Fair market value is typically determined as enterprise...
Partnership Buyouts to Resolve Disputes
Nobody wins in a partner dispute that goes to litigation. The best result is often a buyout and settlement of all claims between the partners and with respect to the...
Timing an Exit: Knowing When to Sell
Founders are often used to doing things on their own terms. But when selling a business, getting the best terms requires selling at an optimal time in the market and...
Dealing with Buyer’s Remorse: What to do when Deals Go Wrong
The energy industry experienced a renaissance in recent years. The combination of hydraulic fracturing and GIS software led to remarkable expansion of US oil and gas production. Unfortunately, the industry...
Cyber Security Regulation in the Financial and Healthcare Industries
Cyber incidents across industries have been increasingly on the rise and as a result, regulators have had their hands full struggling to keep ahead of the growing problem. In the...
Special Issues in Technology Acquisitions
Technology is so ever present in our lives and our businesses that nearly any deal could be described as a “tech deal”. Acquisitions of a software company, the manufacturer of...
National Security Clearances for Foreign Investment in the US
Generally, US law makes it simple for foreign companies and individual investors to acquire US assets and invest in US companies. However, the President of the United States has the...
Stock for Stock Acquisitions
Occasionally in acquisitions, the Buyer may offer its stock (and cash) as consideration in exchange for the stock or assets of the Target. So essentially, the Target is in effect...