Category: Private Company M&A
Stand-Alone Indemnities
Published by Bloomberg LawMarket Trends: What You Need to Know According to the American Bar Association's eight Private Target Mergers and Acquisitions Deal Point Studies, the use of stand-alone indemnities in reported private company M&A transactions has increased from 69% in its 2007 study to 95% in 2019. This article examines the...
The ‘Materiality Scrape’ Provision
Published by Bloomberg LawMarket Trends: What You Need to Know Over the past almost 15 years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase agreements, now included in 93% of transactions...
Trends in M&A Provisions: Disclosure Schedule Updating
Published by Bloomberg LawMarket Trends: What You Need to Know Over the past several years, an express right, or obligation, of sellers to update disclosure schedules between signing and closing is becoming less common. Instead, more M&A agreements are staying silent on the point. In addition, where disclosure schedule updating is contemplated...
Crain's Ask the Expert: Exploring the M&A Landscape
Click Here to View the Original PDF from Crain's New York 2019 was a busy year in the mergers and acquisitions world, with both private equity firms and strategic buyers looking for deals in an environment shaped by tax reform, a looser regulatory climate and increased cash reserves at...
Trends in Private Company M&A Provisions: The “Materiality Scrape”
In terms of apportioning responsibility for a target company’s liabilities as between buyer and seller in an M&A transaction, a “materiality scrape” can be one of the most important provisions within the transaction documents. And yet this provision?and its significance to the overall risk profile of an M&A transaction?is often not fully...