Category

M&A Provisions

Caps & Baskets Preview

Caps & Baskets

Sellers in private deals often try to limit their liability with limits and thresholds called caps and baskets. This video describes what they are and how they work.

Claims 'If True' Preview

Claims 'If True'

An explanation of the claims “if true” concept in private M&A deals, including an analysis of the implications to the parties if an acquisition agreement does or does not contain this concept. Features interviews with ABA M&A Committee members Joanna Lin from McDermott Will & Emery and Jessica Pearlman from K&L Gates.

Claims 'If True': Market Trends Preview

Claims 'If True': Market Trends

ABA M&A Committee members Jessica Pearlman from K&L Gates and Joanna Lin from McDermott Will & Emery discuss market trends for the claims “if true” concept in private M&A deals, drawing on data from the ABA’s Private Target M&A Deal Points Study.

Drafting Preview

Claims 'If True': Drafting

A look at how and where claims “if true” language appears in acquisition agreements, including sample provisions. Features drafting tips and perspectives from ABA M&A Committee members Joanna Lin from McDermott Will & Emery and Jessica Pearlman from K&L Gates.

The Courts and Sandbagging Claims Preview

Sandbagging

An explanation of sandbagging in private M&A deals, including a discussion on pro and anti-sandbagging provisions and how different courts and jurisdictions handle the issue. Features interviews with ABA M&A Committee members Nate Cartmell from Pillsbury LLP and Lisa Hedrick from Hirschler Fleischer LLP.

Sandbagging: Market Trends Preview

Sandbagging: Market Trends

ABA M&A Committee members Lisa Hedrick from Hirschler Fleischer PC and Nate Cartmell from Pillsbury LLP discuss market trends for sandbagging provisions, drawing on data from the ABA’s Private Target M&A Deal Points Study. Lisa and Nate talk about why so many deals are silent on sandbagging, the risk of being silent, and where they think the trend is heading.

Definition of Knowledge Preview

Sandbagging: Sample Provisions

A look at typical sandbagging provisions, including pro-sandbagging and anti-sandbagging provisions. Also includes drafting tips and perspectives from ABA M&A Committee members Nate Cartmell from Pillsbury LLP and Lisa Hedrick from Hirschler Fleischer LLP.

What are Materiality Scrapes? Preview

Materiality Scrapes

An introduction to damages scrapes, breach scrapes, and double materiality scrapes. Features interviews with ABA M&A Committee members Rita-Anne O’Neill from Sullivan & Cromwell LLP and Craig Menden from Willkie Farr & Gallagher LLP.

Materiality Scrapes: Market Trends Preview

Materiality Scrapes: Market Trends

ABA M&A Committee members Craig Menden from Willkie Farr & Gallagher LLP and Rita-Anne O’Neill from Sullivan & Cromwell LLP discuss market trends for materiality scrape provisions, drawing on data from the ABA’s Private Target M&A Deal Points Study. Craig and Rita talk about the increased use of materiality scrapes, why some deals don’t include them, and where they think the trend is heading.