Big Takeaways from the 21st M&A Institute Conference in Dallas: What’s Next for Texas M&A and Capital Markets?
Texas Capital Markets and M&A Surging? I just got back from the 21st M&A Institute Conference in Dallas, and honestly,
M&A
Leveling Up: What I Learned at Wharton’s M&A & Corporate Development Strategies Program
Expanding My M&A Toolkit Through Continuous Learning Last month, I wrapped up Wharton’s M&A & Corporate Development Strategies program, and
Earnouts in Business Sales: What Main Street Sellers Need to Know (and Watch Out For)
Back in January 2023 we wrote a short article explaining earnouts entitled Resolving Valuation Deadlocks in M&A: The Strategic Role
Post Acquisition Success: Avoiding Common Problems
Congratulations on Buying Your First Business! Here’s What Comes Next. Purchasing a business is a significant achievement, and the journey
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Breached Business Purchase Agreements
From major mergers and acquisitions (“M&A”) to the purchase of real estate or even a simple inventory order, all business transactions are essentially contracts. While we may not think of smaller purchases in legal terms, they fulfill the same basic principle of a legally enforceable agreement: two parties agree to exchange something of value. For instance, when you pay for inventory, and the seller promises to deliver them, you’ve entered into an agreement.
However, not all agreements go smoothly. While failing to deliver inventory may be a minor inconvenience, breaches involving more significant transactions, such as business purchases, can lead to serious consequences. In business purchase agreements, the goal is to safeguard rights, minimize damages and pursue appropriate remedies when contractual obligations are not met resulting in a breach of the business purchase agreement.
Buy a Business vs. Start Your Own: Which is Better?
Many aspiring entrepreneurs dream of running their own business, but aren’t sure where to begin. A common assumption is that starting from scratch with a groundbreaking idea and building a company from the ground up is the only option.
While launching a business from the ground up is a popular route, it’s not the only way. Buying an established business is another viable option, and with proper research and guidance, it can be a rewarding path to success. Deciding between these two approaches requires weighing the pros and cons of each to determine which aligns best with your goals.
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Voting Formalities Around Merger Agreements: More Than Just a Draft
In Ap-Fonden v. Activision Blizzard, Inc., C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery declined to dismiss claims asserting that Activision Blizzard, Inc.’s (“Activision”) Board of Directors violated Section 251(b) of the Delaware General Corporation Law (“DGCL”) by approving a merger agreement with Microsoft Corp. that was allegedly incomplete. This decision, authored by Chancellor McCormick, underscores the need for boards to ensure that merger agreements meet statutory requirements before approval.
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The Critical Role of Disclosure Schedules in Mergers and Acquisitions (M&A) Transactions
Mergers and acquisitions (“M&A”) involve complex processes, with due diligence playing a pivotal role. Among the essential components of an M&A transaction are disclosure schedules—documents that complement and support a seller’s representations and warranties. Properly prepared disclosure schedules can mitigate liability risks for sellers and ensure smoother transactions.
What Does a Mergers and Acquisitions (M&A) Lawyer Really Do?
An M&A (Mergers and Acquisitions) lawyer is at the core of the deal-making process, acting as the central figure in a network of deal parties and advisors. The M&A lawyer is typically the main point of contact for all involved parties, overseeing every aspect of the transaction to ensure it reaches a successful close.
What Does a Mergers and Acquisitions (M&A) Lawyer Really Do? Read Full Article »