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Dealmakers are facing new pressures as corporate finance continues to evolve. With execution risks more complex than ever, clarity is essential.
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8 April 2026
Delaware Court of Chancery reinstates seller CEO and extends earnout payment window, as buyer’s ChatGPT strategy fails
23 February 2026
California becomes the third state to adopt the Uniform Antitrust Premerger Notification Act
1 August 2024
Delaware Governor Signs Into Law Amendments to Delaware’s General Corporation Law
On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had …
20 February 2024
HSR and Potential Government Shutdown
After an extension signed into law in mid-January 2024, the U.S. government’s funding bills are now set to expire on March 1 or March 8, 2024. It is …
15 November 2023
Pandemic-Related Employee Retention Credits: Increasing IRS Scrutiny and Related M&A Considerations
The IRS continues to focus on combating perceived fraudulent claims relating to the COVID-19 pandemic-era Employee Retention Credits (ERCs). On Oct. 19, …
11 October 2023
DOJ Announces New Mergers and Acquisitions Safe Harbor Policy for Voluntary Self-Disclosures
On Oct. 4, 2023, in remarks delivered to the Society of Corporate Compliance and Ethics’ 22nd Annual Compliance & Ethics Institute, Deputy …
May 2023
Simultaneous vs. Split Sign and Close: Drafting and Practical Considerations
Corporate law clerk Nathan Wolfe authored an article in the State Bar of Texas 14th Annual Essentials of Business Law coursebook titled …
26 June 2023
HControl Holdings v. Antin Infrastructure Partners: Terminating a Merger Agreement for Immaterial Breach (and Other Holdings)
A recent posttrial decision from Delaware regarding an alleged breach of a capitalization representation in a merger agreement is noteworthy. The …
31 January 2023
R&W Case Alert: Fraud-Based Claims Against Private Equity Firms
In recent years, private equity (PE) firms have bought and sold more businesses, at higher prices, than ever before. This growth has raised the stakes …
25 July 2022
ESG's Impact on M&A
Environment, social and governance (ESG) or “sustainability” factors are criteria that are used to measure a company in a way that is not …
11 April 2022
SEC Proposes New Rules for SPAC IPOs and SPAC Business Combinations
On March 30, 2022, the Securities and Exchange Commission (SEC) published a proposal for new rules and amendments under the Securities Act of …
8 February 2022
M&A Structuring Opportunities Utilizing State Level Pass-Through Entity Tax Regimes
State-level pass-through entity tax (PTET) regimes offer structuring opportunities in M&A transactions involving S corporation targets. PTET regimes …
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