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Trends in M&A Provisions: Sandbagging and Anti-Sandbagging Provisions
Practice: Mergers & Acquisitions, What's Market?
A “sandbagging” provision (sometimes referred to as a “pro-sandbagging” provision) in an M&A agreement (asset purchase agreement, stock purchase agreement, or merger agreement) states that a buyer’s remedies against the seller under the agreement are not impacted regardless of whether the buyer had knowledge, at or prior to closing, of the facts or circumstances giving rise to the claim. In other words, even if the buyer was aware of an issue prior to closing - whether it be the target’s non-compliance with applicable laws, a breach of a customer contract, or other breach of a representation, warranty or covenant - it could decide to complete the acquisition, and subsequently make claim against, or “sandbag,” the seller under the agreement. An “anti-sandbagging” provision, as the name suggests, prohibits the buyer from sandbagging or seeking post-closing recourse regarding matters which the buyer knew about at or prior to closing.

Beware Risks In Add-On Acquisitions
Practice: Mergers & Acquisitions
Add-on acquisitions are playing an increasingly important role in the private equity world. Many private equity portfolio companies find it difficult to achieve their growth objectives strictly through organic growth. Other PE firms go even further and embrace a "buy and build" strategy that is predicated on doing a series of add-on acquisitions. Strategic buyers are often at an advantage in a competitive environment as they can take advantage of cost synergies. PE firms can level the playing field if they can structure bolt-ons that improve their overall cost structure. Still, there are a number of risks that need to be considered when looking at portfolio company acquisitions. The key is to recognize that such transactions have not only the risks inherent in any acquisition but also the risks that arise from the combination with the existing platform company. Don't let the relatively small size of add-ons fool you; the risks are real.

Goulston & Storrs Grows Corporate Team With Boston Hire
Practice: Corporate, Mergers & Acquisitions
Law360 (February 23, 2018, 12:03 PM EST) -- A former Pepper Hamilton LLP partner has joined Goulston & Storrs PC in its Boston office, adding even more depth and experience to the firm’s corporate practice with a specialist in the middle-market mergers and acquisitions and private equity spaces.

Lawyers Clearinghouse: Pro Bono Victories
Practice: Real Estate
“Whether it’s paying clients or non-paying clients, the entire legal industry is a service industry; you’re there to help people.[This case] gave me the opportunity to not only put my law degree to good use helping someone who wouldn’t have otherwise received a vital service, but also enabled me to learn about subsidized housing law, which can be very relevant to my day-to-day practice in multi-family housing matters.” – Jessica Caamano, Associate, Goulston & Storrs PC

Tax Reform and the Impact on the Real Estate IndustryThe Republican tax plan, now signed into law by President Donald J. Trump, is the first major reform of the U.S. tax code since 1986. To identify key takeaways for corporations and individuals, the Washington Business Journal recently partnered with Abraham “Abe” Leitner, a Tax Director at Goulston & Storrs. Abe has significant experience planning numerous cross-border transactions for U.S. and foreign individuals and corporations. He advises high net worth individuals, foreign governments, insurance companies, hedge funds, real estate developers, REITs, assisted living providers and manufacturers. Abe structures international joint ventures involving real estate investments in the United States and abroad and has advised multinational corporations on cross-border mergers and acquisitions.

Trends in M&A Provisions: Stand-alone Indemnities
Practice: Mergers & Acquisitions, What's Market?

Trends in Private Company M&A Transactions: Target Counsel Legal Opinions
Practice: Mergers & Acquisitions, What's Market?

Trends in Private Company M&A Transactions: “10b-5 Representations”
Practice: Mergers & Acquisitions, What's Market?

What the New Tax Reform Means for You and Your Firm: Four Experts Weigh In
Practice: Tax
The tax law—the first major reform of the U.S. tax code since 1986—is ushering in some important changes, which will be applied in 2018. When it comes to personal taxes, the exemption for individuals will rise from $6,350 to $12,000 and for couples from $12,700 to $24,000. Fewer people will be affected by the dreaded alternative minimum tax (AMT), with the exemption increasing to $70,300 for individual filers and to $109,400 for married couples. 

Trends in Private Company M&A Provisions: The “Materiality Scrape”
Practice: Mergers & Acquisitions, What's Market?
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