Non-Reliance & NOR Provisions
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Damage Mitigation Provisions
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Waiver of Jury Trials
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Indemnification as an Exclusive Remedy
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Financial Statement Reps
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Purchase Price Adjustments
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Target Counsel Legal Opinions
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
The 'Materiality Scrape'
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Indemnity Caps
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
After-Tax Indemnity Limitations
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Earnout Provisions
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Insurance Reduction Provisions
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Compliance with Laws Representations
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Alternative Dispute Resolution Provisions
Published by Bloomberg LawGoulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. 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...
Key Takeaways: 2021 ABA Private Target Mergers & Acquisitions Deal Points Study
The ABA Private Target Mergers & Acquisitions Deal Points Study is published on a bi-annual basis. The 2021 Deal Points Study (the “Study”) analyzed 123 publicly available purchase agreements executed and closed in 2020 and the first quarter of 2021. The Study looks at several areas of negotiation, including...
M&A Trend Spotting: Evolving Insurance Coverage in Private Equity Transactions
Partnership with HUB InternationalGoulston & Storrs partners with HUB International, a Chicago-based leading full-service global insurance broker, to provide this blog series. Q. What are some of the insurance industry trends you are seeing in relation to Private Equity Transactions? I would say the market, overall, is now embracing secondary transactions in a much...
Representations & Warranty Insurance
Published by Bloomberg LawMarket Trends: What You Need to Know RWI is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point Studies (the “ABA studies”). The most recent two of these studies (2017 and 2019...
Indemnity Escrows
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Indemnity escrows are consistently seen in 75% or more of reported transactions. The level of indemnity baskets as a percentage of transaction value, whether as mean or...
Indemnity Baskets
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Over the time period covered by the eight studies (2005-2019), the level of indemnity baskets as a percentage of transaction value, whether as mean or median, has...
Indemnity Caps
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Over the eight ABA studies (2005-2019), indemnity caps have declined as a percentage of transaction value (whether as mean or median). This decline has been fairly consistent...
After-Tax Indemnity Limitations
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Since 2011, the use of after-tax indemnity limitations has steadily decreased, appearing in 32% of deals reviewed in the 2019 study. Notwithstanding potentially limited economic benefits of...
Separate Escrows for Purchase Price Adjustments
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: The use of separate escrows for purchase price adjustments has been increasing on a steady basis since 2007. Separate purchase price adjustment escrows are now becoming the...
Earnout Provisions
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Earnout provisions were included in 27% of the deals reported in the 2019 study. The previous six studies noted inclusion of earnout provisions in 28%, 26%, 25...
Insurance Reduction Provisions
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Insurance reduction provisions were included in 90% of the merger and acquisition (“M&A”) deals reported in the 2019 study. Over the past 12 or so years covered...
Exclusion of Consequential Damages
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Only 2% to 9% of the merger and acquisition purchase agreements covered by the studies expressly included consequential damages within the scope of indemnified losses 26% to...
Non-Reliance and NOR Provisions
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Express non-reliance provisions are increasingly common in merger and acquisition transactions, and have tripled in prevalence over the six ABA studies since 2009. These provisions have become...
Damage Mitigation Provisions
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Inclusion of damage mitigation provisions in merger and acquisition agreements continue to trend upward over the seven ABA studies looking at these provisions. Damage mitigation provisions were...
Compliance with Laws Representations
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Compliance with laws representations are almost always, barring highly unusual circumstances, present in merger and acquisition (M&A) purchase agreements; i.e., these representations are seen in 98%-100% of...
Alternative Dispute Resolution Provisions
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Overall, alternative dispute resolution provisions are becoming less common in private company merger and acquisition (M&A) transactions. Inclusion of ADR provisions has declined over the past several...
10b-5 and Full Disclosure Representations
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Inclusion of either 10b-5 or “full disclosure” representations in merger and acquisition purchase agreements is becoming less common, declining from a peak of 67% in the 2009...
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