Mergers & Acquisitions

Signing Contracts Under Seal: Not Just An Ancient Relic

Signing a contract under corporate seal. It can sound like a formality of a bygone era, but in some...

Should Parties in Merger and Acquisition Transactions Seek Representation and Warranty Insurance (RWI)?

Buyers in mergers and acquisitions are increasingly turning to insurance policies to protect themselves from financial loss stemming from...

SEC Adopts New Rule 147A To Facilitate Interstate Securities Offerings

The Securities and Exchange Commission (SEC) recently adopted new rules aimed at modernizing how companies can raise money to...

Rule 504 Of Reg D Could Become More Useful Following SEC Amendments

The Securities and Exchange Commission (SEC) recently adopted amendments to Rule 504 of Regulation D under the Securities Act...

Sandbagging In M&A Deals: What Does Silence Mean?

Sandbagging in billiards and other games happens when someone pretends to be a worse player in order to trick...

Delaware Court Clarifies “Commercially Reasonable Efforts” In M&A Deal

The Delaware Chancery Court in a recent decision cleared Energy Transfer Equity to abandon its planned merger with rival...

How to Maintain Attorney-Client Privilege in M&A Deals

Attorney-client privilege protects most communications between a lawyer and his or her client where legal advice is sought or...

Why Non-Disclosure Agreements May Not be Appropriate During Initial Discussions

Non-disclosure agreements are common between companies that share sensitive information. These agreements, typically designed to prevent ideas or technology...

California’s Bulk Sales Law – A Possible Trap For The Unwary Buyer

If you’re buying or selling a business in California, you need to be aware of the Bulk Sales Law....

Forum-Selection Bylaws Find Support In California Federal Court

Forum-selection bylaws can be a powerful tool for corporations to manage the risk of duplicative stockholder lawsuits by requiring...