Business & Corporate

BLOG: COVID-19 and Its Effects on Credit Facilities

With the spread of COVID-19, businesses all over the world have seen their operations affected and their cash flow and production decreased, putting them at risk for potential default on their credit obligations. The prediction is that the global economy will enter into a recession, which will continue to affect the financial situation of millions of businesses. All businesses should consider the available options to remedy any borrowing deficits in light of specific circumstances.

BLOG: COVID-19 and Material Adverse Effect Provisions in Acquisition Agreements

March 23, 2020
By Kathryn L. Hickey and Francis G. Massaro
The coronavirus (COVID-19) continues to create extensive uncertainty for individuals and businesses. For parties actively pursuing an M&A transaction, COVID-19 presents the buyer and seller with additional risks both pre- and post-closing, including impacting the valuation of the target company, increasing exposure to liabilities relating to performance and payment obligations, expanding risk of claims from employees and other personnel, among other extraordinary risks that may result in delay or, in the worst cases, termination of the transaction. Traditionally, acquisition agreements include material adverse effect provisions that are designed to ensure all parties have a clear understanding of the target company's business as of closing with a reasonable belief that no event has occurred that would result in materially adverse changes. In the "new normal" of COVID-19, we discuss why both buyers and sellers in an M&A transaction should closely examine the "material adverse effect" definition and related provisions in acquisition agreements to insulate themselves from future risk of losses.

BLOG: Purchase Agreement Components, Part 1: Options for Forms of Purchase Price Consideration in Acquisition Agreements

March 10, 2020
By Francis G. Massaro
Whenever parties enter into negotiations to buy and sell a target company, one of the first points of discussion is the purchase price. In particular, the purchase price discussion often reflects the amount of cash that will be paid by the buyer to the seller at closing, and, in fact, nearly all acquisitions involve cash as all or part of the purchase price consideration. However, a cash payment at closing is not the only type of consideration that is common in acquisition agreements, and other forms of consideration and the timing of their payment to the seller can help parties manage the risks associated with the acquisition and create incentives for continued cooperation between the parties. This blog, Part 1 in a 5-part series, will provide a brief overview of forms of consideration and the timing of their payment common in acquisition agreements.

BLOG: Important Considerations When Structuring M&A Transactions for Government Contractors: Pre-Transaction Part 1 of a 3-Part Series

February 3, 2020
By Kathryn L. Hickey and Francis G. Massaro
M&A transactions involving government contractors carry several regulatory and industry-specific considerations that can materially impact all aspects of the deal—from high-level structuring considerations to risk allocation for compliance issues to additional administrative checklist items. If neglected or overlooked, they can result in major headaches. This three-part series outlines certain key issues to consider before, during, and after transactions involving government contractors.

BLOG: New York v. Delaware Part 2: Which State is Best for Governing Law?

January 28, 2020
By Melissa M. Rodriguez
In Part 2 of this blog series, we dive into which state—New York or Delaware—is best for businesses to consider as governing law for their contracts. Both Delaware and New York have a reputation for being the governing law or jurisdiction of choice in commercial agreements and corporate transactions. A company's decision will greatly impact which rules and laws govern agreements when legal issues arise.
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