Articles in Mergers & Acquisitions

Structuring Your M&A Transaction: Asset Purchase Versus Stock Purchase

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When you are ready to buy or sell a company, it can feel like all the pieces are moving a million miles a minute. Whether you are the buyer or the seller, there are a number of considerations to keep in mind when structuring the transaction. In addition, determining the structure may be challenging as the buyer and the seller Read More

Due diligence is essential in a Share Purchase Agreement

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Where a buyer is purchasing all of the shares of a company, it is commonplace to document the agreement in the form of a Share Purchase Agreement (SPA). This agreement sets out the terms on which the sale and purchase should proceed. In a share purchase, the buyer acquires the whole of the target company ‘warts and all’, and inevitably Read More

5 Critical Mistakes to Avoid in Any M&A Deal

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Having worked on hundreds of merger and acquisition deals over the last few decades, I’ve found two things to be true: 1) Each deal is unique in its own way; 2) There are a few mistakes CEOs often make that complicate deals and harm their own self-interest. Allow me to outline five actions CEOs approaching a merger, acquisition, sale or Read More

Was a Weekend Enough for Facebook’s M&A Due Diligence?

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Shannon Zollo was quoted in an article in Corporate Counsel. Facebook Inc. attorneys had just one weekend to conduct due diligence ahead of a more than $2 billion acquisition of virtual reality developer Oculus VR. Is that enough time? Click here to read full article  (free registration required). Read More

Deal Season Triage, As the year winds down, the pressure on M&A lawyers heats up.

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This article is featured in Corporate Counsel Magazine.   Q4 is upon us, and with it the onset of year-end deal season. Notwithstanding the pressure by internal corporate clients at year’s end to “just get the deal done,” doing so without proper focus on certain predictable material issues will increase the likelihood of post-closing disputes. Proper due diligence and alignment Read More

Importance of Closing Conditions in Mergers

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Williams Companies, Inc. v Energy Transfer Equity, L.P. - Court of Chancery of the State of Delaware On June 24, 2016 the Delaware Court of Chancery ruled on a dispute with implications for lawyers and companies negotiating closing conditions in a merger agreement.  The dispute in Williams Companies, Inc. v Energy Transfer Equity, L.P. centered on a legal opinion to Read More

SEC to Funds: Watch the Broker-Dealer Activities

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On June 1, 2016, the United States Securities and Exchange Commission (the “SEC”) announced and issued an enforcement action (the “Enforcement Action”) against Blackstreet Capital Management, LLC (“BCM”), and its founder, Murry Gunty (“Gunty”).  The Enforcement Action arose out of actions taken by funds advised by Blackstreet that the SEC alleges required registration by Blackstreet as a broker-dealer.  Click here to Read More