Insights, Legal Developments, What's New on the Watch? Heightened Antitrust Scrutiny and its Impact on Debt Financing Costs and Commitments Contributor(s) Andrew J. Colao Sachin Kohli Brianne Kucerik Jacqueline Oveissi Kelly McCubrey Christina Ramos Nick Swan
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Surprise: Target Company May Not Be Entitled to Expectancy Damages Based Upon the Lost Premium for an Acquirer’s Wrongful Failure to Close a Merger Contributor(s) Glenn D. West
Energy, Features, Insights, Legal Developments, What's New on the Watch? Inflation Reduction Act: New Monetization Techniques Are Helpful, But May Be Limited For Partnerships with Tax-Exempt Investors Contributor(s) Jonathan J. Macke Greg Williamson Ben Oklan Andrew Lawson
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Purchase Price Adjustments: Arbitrations, Expert Determinations, Stuff in Between, and the Spector of a “Malicious” Adjustment Claim Contributor(s) Glenn D. West
Energy, Features, Insights, Legal Developments, What's New on the Watch? DOE Selects Seven H2Hubs Across the U.S. – What’s Next? Contributor(s) Omar Samji Irina Tsveklova John O'Loughlin Humzah Yazdani
Features, Insights, Legal Developments, What's New on the Watch? SEC’s Division of Examinations Announces 2024 Examination Priorities for Private Fund Sponsors Contributor(s) David E. Wohl John Bradshaw
Features, Insights, Legal Developments, What's New on the Watch? SEC Settles Charges Regarding Adviser’s Violation of Whistleblower Protection Rules Contributor(s) David E. Wohl John Bradshaw
Features, Legal Developments, Private Equity Finance, Thought Leadership, What's Market?, What's New on the Watch? The Rise of Private Credit & Its Impact on Acquisition Dynamics Contributor(s) Benton Lewis Christopher R. Machera Samantha Patel
Features, Insights, Legal Developments, What's New on the Watch? SEC Issues Risk Alert on Adviser Examination Process and Settles Charges Regarding Advisers’ Marketing Rule Violations Contributor(s) David E. Wohl John Bradshaw
Features, Insights, Legal Developments, What's New on the Watch? SEC Settles Separate Charges Regarding Private Equity Firm’s Inadequate Disclosure of Fee Payments to an Affiliate and Advisers’ Failure to Comply with Custody Rule Contributor(s) David E. Wohl John Bradshaw
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Distinguishing Between Ownership of an Entity and the Entity Itself Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Using Contract Language to Eliminate or Mitigate Potential Tort Claims Contributor(s) Glenn D. West
Features, Funds, Insights, Legal Developments, What's New on the Watch? SEC Adopts Significant New Rules Regarding the Regulation of Private Fund Advisers Contributor(s) David E. Wohl John Bradshaw
Energy, Features, Insights, Legal Developments, What's New on the Watch? Empty Space—Navigating the Void of CO2 Sequestration Regulation in Texas Contributor(s) Omar Samji Sarah George
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Lost Profits May or May Not be Consequential Damages Contributor(s) Glenn D. West
Energy, Features, Insights, Legal Developments, What's New on the Watch? Navigating the Landscape for Investments in Hydrogen Storage Contributor(s) Omar Samji Sarah George
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? The Dreaded Right of First Refusal and the “Packaged” Asset Deal Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Retained Liabilities: Expiration of an Indemnification Obligation Respecting a Retained Liability Does Not Impose the Retained Liability Upon the Indemnified Party Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Representing a Portfolio Company: Delaware Law Declares that the Entire Board, and Any Shareholder Who Appointed a Specific Member of the Board, are all Joint Clients Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Testing Your Fluency in the “Secret Language” of Choice-of-Law/Forum-Selection Clauses Contributor(s) Glenn D. West
Features, Funds, Insights, Legal Developments, What's New on the Watch? Regulatory Developments and Annual Compliance Obligations Applicable to Private Fund Sponsors Contributor(s) David E. Wohl John Bradshaw
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Non-Competes and Forfeiture-for-Competition Provisions – The Reasonableness Override Under Delaware Law Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? New Cases Shed Further Light on the Limits of Non-Recourse Provisions Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Warning: Some Contractual Words May Actually Be Magic Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Musings on the Exercise of “Sole Discretion” Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? When Does “And” Mean “Or”? Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? The Supposed Hierarchy of “Efforts” Clauses Contributor(s) Glenn D. West
COVID-19 Updates, Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? COVID-19 and Lease Obligations: Does a Force Majeure Clause Override the Frustration of Purpose Doctrine? Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? The Latest Word on Fee-Shifting Pursuant to an Indemnification Provision Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? One of the Perils of 50/50 Ownership and Control: A Vague Standard for Determining the Validity of Board Actions Legally Taken but Alleged to Have Had an “Inequitable Purpose” Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Survival Periods—Covenants Are Not Representations or Warranties, and Fraud Claims Premised Upon Contractual Representations and Warranties Are Not the Same as Indemnification Claims Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Silence Appears to Remain Golden—Contractarian Principles Are Reaffirmed in the So-Called “Sandbagging” Debate Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Beware the Type II Preliminary Agreement Contributor(s) Glenn D. West
Features, Insights, Legal Developments, What's New on the Watch? ASHINC or Swim Case Study: Lessons for Private Equity Sponsors on Distressed Portfolio Company Risks (Part I: Sponsor Breach of Company Loan Agreement) Contributor(s) Ronit Berkovich Teddy Cohan
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Are Consequential Damages Recoverable for Breach of a Contractual Obligation to Pay a Sum of Money? Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? A Critical Determination: Who Is the Restricted Person in a Change of Control or Anti-Assignment Clause? Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Excluded Loss Provisions and the Danger of Contractually Slaying Mythical Dragons Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Convertible Debt: A New York Usury Refresher Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Fraud Carve-Outs Come of Age Contributor(s) Glenn D. West
Features, Insights, Legal Developments, What's New on the Watch? OFAC Issues Sanctions Compliance Guidelines for Virtual Currency Industry Contributor(s) Shawn B. Cooley Timothy C. Welch Glenda Bleiberg
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch? What Has Been Terminated When You Terminate Your Contract? Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Portfolio Company Matters, What's New on the Watch? When Is a Person’s Status as an Affiliate Relevant? Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch? Too Much Dynamite—The Non-Recourse and Survival Clauses Are Both Subject to Delaware’s Built-In Fraud Carve-Out for Intentional Intra-Contractual Fraud Contributor(s) Glenn D. West
Features, Insights, Legal Developments, What's New on the Watch? More Resources, More Tools: The 2020 Annual CFIUS Report Shows Faster Clearance Times and More Robust Review Capabilities Contributor(s) Shawn B. Cooley Nathan Cunningham Timothy C. Welch
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch? Stuff You Might Need to Know: What Assignments Do Broad Anti-Assignment Clauses Not Prohibit? Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Contractually Reimposing Fiduciary Duties in an LLC Operating Agreement Despite Clause Waiving Fiduciary Duties Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch? Delaware Once More Rejects a Buyer’s Efforts to Invoke an MAE Clause Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch? There Is More to a Choice-of-Law Clause Than Filling in the Name of the Selected State Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch? Fraud Based Upon Oral Future Promises (Unlike Fraud Based Upon Oral Misrepresentations of Fact) Can Be Defeated by a Standard Integration Clause Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch? The MAE Clause, Mrs. Palsgraf and Events “Arising From or Related To” MAE Exceptions Contributor(s) Glenn D. West
Europe, Features, Insights, Legal Developments, SPACs, Thought Leadership, What's New on the Watch? SPACS Come to the U.K. Contributor(s) Murray Cox David Avery-Gee
Features, Insights, Legal Developments, Trends, What's New on the Watch? Crypto Comes of Age: M&A Considerations as Crypto Deal Activity Surges Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch? Cash Left Behind by the Seller in the Target Belongs to the Target Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Sell-side, What's New on the Watch? Delaware Declares That Deliberate Fraud Is Indeed Something Completely Different Than Reckless Fraud Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Shareholder Agreements, What's New on the Watch? Determining the Fair Market Value of Shares—“Unintended Mischief” from Marketability and Minority Discounts Contributor(s) Glenn D. West
Features, Funds, Insights, Legal Developments, What's New on the Watch? Regulatory Developments and Annual Compliance Obligations Applicable to Private Fund Sponsors Contributor(s) David E. Wohl
Features, Insights, Legal Developments, What's New on the Watch? FTC and DOJ Temporarily Suspend Early Termination of HSR Waiting Periods Contributor(s) Michael C. Naughton Alexis Brown-Reilly
Features, Glenn West Musings, Insights, Legal Developments, Sell-side, What's New on the Watch? The Limits of Liability Limitation Provisions: Nonrecourse Clause, Like Exclusive Remedies Provision, May Be Subject to Delaware Public Policy Exception Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? When “Liquidated Damages” Are Not—The Common Law’s Abhorrence of Penalties and What You May or May Not Be Able to Do About It Contributor(s) Glenn D. West
Distressed, Features, Insights, Legal Developments, What's New on the Watch? Warning to Directors of Selling Companies: Breach of Fiduciary Duty Liability May Exist for Failure to Investigate and Ensure Solvency of Company Post-Closing and Propriety and Effect of All Related Transactions (But You Can Protect Yourself) Contributor(s) Ronit Berkovich Teddy Cohan
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? The First-Party/Third-Party Claim Distinction in Indemnification Provisions—Unambiguously Broad Is Not Necessarily the Same Thing as “Clear and Unequivocal” Contributor(s) Glenn D. West
Europe, Legal Developments, Specialist Areas, Thought Leadership, What's New on the Watch? U.K. National Security and Investment Bill Contributor(s) Ian Hamilton Neil Rigby
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? The Latest Effort to Use Fraud to Overcome a No-Indemnity Deal—The Target’s Preparation of the Preliminary Closing Statement Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Mergers and Restrictions on Assignments by “Operation of Law” Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? No-Third-Party-Beneficiary Clauses and the “Ever-Evolving Contractual Arms Race” Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Recent Delaware Cases Illustrating How Uncapped Fraud Claims Can and Cannot Be Premised Upon Written Representations Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? The Limits of Interposing a Limited Liability Entity as the General Partner of a Limited Partnership Contributor(s) Glenn D. West
Features, Funds, Insights, Legal Developments SEC Charges Private Fund Sponsor with Compliance Failures Regarding the Potential Misuse of Material Nonpublic Information Contributor(s) David E. Wohl
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Do You Really Know What “Consequential Damages” Means? Contributor(s) Glenn D. West
Features, Insights, Legal Developments, What's New on the Watch? Preferred Buyers Beware Contributor(s) Douglas P. Warner
Distressed, Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? An Asset Purchase That Wasn’t—Beware the De Facto Merger Doctrine in Distressed M&A Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Contractual Declarations of Legal Rights or Status—Just Because You Say It Is Or Isn’t So, Doesn’t Mean It Is Or Isn’t So Contributor(s) Glenn D. West
COVID-19 Updates, Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Impossibility, Impracticability, Frustration, Force Majeure, Efficient Breach, and COVID-19 Contributor(s) Glenn D. West
Features, Funds, Insights, Legal Developments, What's New on the Watch? Cayman Islands Added to the EU Blacklist — Private Fund Sponsor Update Contributor(s) Robert Frastai Aron Joy
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Your Mother Was Right: Following Your Friends (or Market Studies) Off a Bridge is a Bad Idea Contributor(s) Glenn D. West
Features, Funds, Insights, Legal Developments, What's New on the Watch? Regulatory Developments and Annual Compliance Obligations Applicable to Private Fund Sponsors Contributor(s) David E. Wohl
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Defining “Material”—What Matter Will Matter? Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, R&W Insurance, What's New on the Watch? Indemnify is a Funny Word Carrying Historical Baggage—Be Aware and Use with Care Contributor(s) Glenn D. West
Features, Insights, Legal Developments, Specialist Areas, Thought Leadership, What's New on the Watch? Sun Capital Update: First Circuit Rules Affiliated Investment Funds Not Responsible for Portfolio Company’s Pension Liability, Reversing District Court Contributor(s) Sarah Downie
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Special Order Your Forum Selection Clause Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? “Location, Location, Location”—The Three Things that Matter the Most in Real Estate May Also Matter the Most in Ensuring the Proper Application of All of Your Contractually Chosen Law Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? The Little-Regarded Confidentiality Agreement—Distinguishing Between “Affiliates” Entitled to Receive Confidential Information and “Affiliates” Actually Bound by the Confidentiality Agreement Contributor(s) Glenn D. West
Europe, Features, Legal Developments, Thought Leadership, U.K., What's New on the Watch? Can a Parent be Liable for Loss Caused by its Subsidiaries? Contributor(s) Marco Compagnoni Max Oppenheimer
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? “Standard” Versus “Bespoke” Boilerplate—A Distinction That Can Make a Big Difference Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Forever is a Long Time or No Time at All: More Idiosyncrasies of the Common Law of Contract You Need to Know Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Avoiding the Other F-Word: An Anti-Reliance Clause Should Actually Disclaim Reliance on Extra-Contractual Representations Even When the Parties Agree that None Were Made Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Serving on the Board of Your Portfolio Company: Be Careful What You Share in Emails and Texts Among You and Your Firm’s Other Designated Board Members Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Thought Leadership, What's New on the Watch? There is No Fraud Without “Justifiable” Reliance: Unambiguous Terms of Written Contract Trump Claims of Fraudulent Inducement Even in the Absence of an Effective Non-Reliance Clause Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Contracting to Avoid Tort-Based Punitive Damages Awards Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? The Zebra versus Striped Horse Phenomenon Rears its Head Again—Distinguishing an Expert Determination from an Arbitration Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Portfolio Company D&O Insurance—Are the Director Designees of PE Owners Actually Covered? Contributor(s) Robert F. Carangelo Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Icebergs in Your Contract—Undefined Fraud Carve-outs Continue to Produce Peril for Innocent Private Equity Sellers Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Words Matter—Even Deleted Ones in a List of Potentially “Redundant Synonyms” from a Prior Draft Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, R&W Insurance, Trends, What's New on the Watch? While Time Marches On—Breach of Representations & Warranties, Survival Periods, and New York’s Statute of Limitations Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? A Delaware Case Has Finally Determined That There is Such a Thing as a “Material Adverse Effect” Contributor(s) Glenn D. West
Features, Insights, Legal Developments, Private Equity Finance, What's New on the Watch? Recent Regulatory Announcement May Increase Leverage Levels on Buyout Loans Contributor(s) Andrew J. Colao Catherine Minji Kim
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, Topics, Trends, What's New on the Watch? A Delaware Supreme Court Footnote Reignites Concerns about the Reliability of Contractual Representations & Warranties–Are Deal Lawyers Really Going to Start Debating Sandbagging Again? Contributor(s) Glenn D. West
Europe, Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch? Avoiding a Dog’s Breakfast—Some Timely Reminders of How to Effectively Limit the Universe of Purported Representations upon which Fraud Claims Can be Made Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch? Post-Closing Purchase Price Adjustment Mechanics—Distinguishing Expert Determinations from Arbitrations Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Something Borrowed May Make You Blue—Re-Examining New York Choice of Law Clauses Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch? Cognitive Dissonance in the Common Law of Contracts: Oral Modifications to Written Agreements that Purport to Invalidate Oral Modifications Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, U.K., What's New on the Watch? How Anti-Assignment Workarounds Work (or Not) Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Specialist Areas, What's New on the Watch? Usury Bites—A Refresher on an Easily Overlooked Issue in the Restructuring and Private Equity Arenas Contributor(s) Glenn D. West
Features, Insights, Legal Developments, Trends, What's New on the Watch? Monitoring SEC Compliance with Equity Issuances to Employees
Features, Insights, Legal Developments, Specialist Areas, What's New on the Watch? Implications for Portfolio Company Borrowers of Recent Fifth Circuit Decision Vacating DOL Fiduciary Rule Contributor(s) Sarah Downie
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, R&W Insurance, Topics, Trends, What's New on the Watch? How a 12 Month Survival Period Can Become A Lot Longer (or Not)—the Required Notice of Claim Contributor(s) Glenn D. West
Distressed, Features, Insights, Legal Developments, What's New on the Watch? Supreme Court Rejects 546(e) Safe Harbor for “Conduit Transactions”
Features, Insights, Legal Developments, R&W Insurance, What's New on the Watch? Representation and Warranty Insurance – To Insure, or Not to Insure, That is the Question Contributor(s) Brian Gingold
Features, Insights, Legal Developments, Private Equity Finance, What's New on the Watch? Comptroller of Currency’s Comments Sow Further Doubt in Leveraged Lending Guidance Contributor(s) Andrew J. Colao
Diligence, Features, Glenn West Musings, Insights, Legal Developments, Specialist Areas, What's New on the Watch? IP Diligence Can Really Matter in Private Equity Acquisitions—And That Includes Checking the Grammar Used in Purported Employee IP Assignments Contributor(s) Glenn D. West
Features, Legal Developments, Thought Leadership, What's New on the Watch? Delaware Chancery Court Adopts Unaffected Market Price As “Fair Value” In Appraisal Proceeding; Awards 31% Below Transaction Price
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Not So Funny Things That Can Happen on the Way to Your Contractually Selected Forum Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Specialist Areas, What's New on the Watch? Transaction-Related Tax Deductions and the Worst Words Ever Spoken by a Deal Professional Contributor(s) Glenn D. West
Asia, Legal Developments, Thought Leadership, What's New on the Watch? Significant Changes in PRC Outbound Investment Regulations Contributor(s) Charles Ching
Features, Legal Developments, What's New on the Watch? After Tax Reform, Should Your Multinational Group Be US Parented? Contributor(s) Kimberly S. Blanchard
Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch? A New Year’s Resolution for Deal Professionals: Make Sure Your Written Deal Documents Say (And Will Be Interpreted to Mean) What You Meant Contributor(s) Glenn D. West
Features, Insights, Legal Developments, Specialist Areas, What's New on the Watch? Musings on the Intersection Between Tax Reform and Leveraged Finance Terms Contributor(s) Andrew J. Yoon
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Your Word May Really Be Your Bond (and a Specifically Enforceable One to Boot) Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? The Perils of Failing to Define “Voting Power” in a Change of Control Clause Contributor(s) Glenn D. West Nathaniel Moore
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? So You Think You Know What a “Definitive” Agreement Is? Contributor(s) Glenn D. West
Cybersecurity, Funds, Legal Developments, What's New on the Watch? New EU Privacy Laws That May Impact US Private Fund Sponsors Contributor(s) Barry Fishley
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Mutatis Mutandis, “What a Wonderful Phrase” Contributor(s) Glenn D. West
Funds, Legal Developments, Thought Leadership, What's New on the Watch? Recent SEC Developments Impacting Private Fund Sponsors Contributor(s) David E. Wohl
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Making Sure Your “Choice-of-Law” Clause Chooses all of the Laws of the Chosen Jurisdiction Contributor(s) Glenn D. West
Features, Glenn West Musings, Legal Developments, What's New on the Watch? A Real Beating or a Written Agreement—An English Case Provides a Good Reminder that Oral Agreements Can be Binding Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Avoiding the Mindless Use of the Brainless MAC Clause Contributor(s) Glenn D. West
Legal Developments, Specialist Areas, Thought Leadership, What's New on the Watch? Tax Court Rejects IRS Attempt to Tax Non-U.S. Investor on Sale of Partnership Interest Contributor(s) Robert Frastai
Funds, Legal Developments, Thought Leadership, What's New on the Watch? SEC Sanctions Private Fund Manager and Two Principals for Improperly Valuing Assets and Related Violations Contributor(s) David E. Wohl
Ancillary Agreements, Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? What is the Deal with No Oral Modification/Waiver Clauses? Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Agreed Damages or Unenforceable Penalties—Drafting to Affirm the Former and Avoid the Latter Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch? When Buyers Must Advance the Defense Costs of the Selling Shareholders They Accuse of Misrepresentations in a Stock Purchase Agreement Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? On Naval Ramming Bows and Contractual Boilerplate—Are Standard “No Third-Party Beneficiary” Clauses Always a Good Thing? Contributor(s) Glenn D. West
Insights, Legal Developments, What's New on the Watch? Delaware Court Issues Two Post-Trial Appraisal Decisions Contributor(s) John A. Neuwirth Evert J. Christensen
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? A New Reason for Private Equity Sellers to Hate Undefined “Fraud Carve-outs” Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch? Yoda was Wrong, at Least with Respect to Contracts—“I'll Give it a Try” Evidences an Affirmative Commitment After All Contributor(s) Glenn D. West
Insights, Legal Developments, What's New on the Watch? Euro Tranches Increase in a Hot Market for Leveraged Loans
Insights, Legal Developments, Trends, What's New on the Watch? Year in Review: Lemonade Contributor(s) Christopher R. Machera
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? For Want of a Comma, the Case was Lost Contributor(s) Glenn D. West
Insights, Legal Developments, Specialist Areas, What's New on the Watch? Environmental Matters under the Trump Administration Contributor(s) Matthew D. Morton Annemargaret Connolly
Asia, Insights, Legal Developments, What's New on the Watch? China Tightens Regulatory Approvals for Outbound Investments Contributor(s) Charles Ching
Europe, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch? Contracting Accidentally through Preliminary Agreements—A Writing “Subject To Contract” May or May Not be a Contract Contributor(s) Glenn D. West
Funds, Legal Developments, Thought Leadership, What's New on the Watch? Regulatory Developments and Annual Compliance Obligations Applicable to Private Fund Sponsors Contributor(s) David E. Wohl
Glenn West Musings, Insights, Legal Developments, What's New on the Watch? You Can Cry if You Want To, But if You Are Not “the” Party, It’s Probably Not “Your” Party—Distinguishing Between Becoming a “Party” to a Contract and Merely Being an Assignee Contributor(s) Glenn D. West
Insights, Legal Developments, What's New on the Watch? Deal Certainty and Expert Opinions in M&A Transactions: A Trap for the Unwary?
Antitrust, Legal Developments, Specialist Areas, What's New on the Watch? Federal Antitrust Agencies Act: Raising HSR Filing Thresholds and Issuing Final Guidelines for International Enforcement and IP Licensing
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? “Individually or Collectively, as the Context May Require”—Clarifying the Meaning of Defined Singular Terms; It Might Actually Matter Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch? Excluded Losses Part II: An English Perspective on the Continued Failure of Predictability Regarding the Use of the Phrase “Consequential or Special Losses” Contributor(s) Glenn D. West
Funds, Insights, Legal Developments, What's New on the Watch? BEA Amends Foreign Investment Reporting Requirements Contributor(s) Timothy C. Welch
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? “Excluded Losses” Provisions and the “Butterfly Effect”—the Continued Failure of Predictability Regarding Consequential Damages Waivers in M&A Agreements Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? You May be Bound by the Contractual Company You Keep—A Cautionary Tale About the Use of the Term “Affiliate” in an Entity’s Release of Claims Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? How a “Voluntary” Default under An Indenture Converted an Optional Redemption Provision into a Mandatory Redemption Provision Requiring Payment of a Make-Whole Premium Contributor(s) Glenn D. West
Features, Funds, Insights, Legal Developments, What's New on the Watch? California Enacts New Legislation Requiring Fee Disclosure by Private Funds Contributor(s) David E. Wohl
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Contract Drafting 101—It Doesn’t Matter What You Actually Meant by What You Said; It Only Matters What is Determined to be Meant by What You Actually Said Contributor(s) Glenn D. West
Funds, Legal Developments, Thought Leadership, What's New on the Watch? SEC Adopts Amendments to Form ADV Regarding Separately Managed Accounts and Umbrella Registration and Advisers Act Recordkeeping Rule Contributor(s) David E. Wohl
Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch? Freedom of Contract?—An Agreed Damages Clause May Not Actually Be Agreed Contributor(s) Glenn D. West
Europe, Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch? Reps and Warranties Redux—A New English Case, An Old Debate Regarding a Distinction With or Without a Difference Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Be Wary of a Someone Offering a “Fulsome” Set of Reps Contributor(s) Glenn D. West
Features, Funds, Insights, Legal Developments, What's New on the Watch? SEC Proposes Rule Requiring Registered Investment Advisers to Adopt Business Continuity and Transition Plans Contributor(s) David E. Wohl
Asia, Legal Developments, Thought Leadership, What's New on the Watch? Chinese Regulators Continue to Liberalize Foreign Exchange and Capital Account, and at the Same Time, Tighten Control on Backdoor Listing
Features, Funds, Insights, Legal Developments, What's New on the Watch? SEC Adjusts Net Worth Test for Qualified Clients Contributor(s) David E. Wohl
Features, Glenn West Musings, Insights, Legal Developments, Trends, What's New on the Watch? The Rule Against Perpetuities May Be Forgotten, But It Should Not Be Ignored—It May Still Affect the Validity of Your Deal Contributor(s) Glenn D. West
Europe, Features, Insights, Legal Developments, Thought Leadership, Trends, U.K., What's New on the Watch? Brexit – the aftermath: 17 things to think about right now
Features, Funds, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? State Pension Funds and their Status as Sovereigns—The Rules That Apply to You May Not Apply To Them Contributor(s) Glenn D. West
Legal Developments, Thought Leadership, What's New on the Watch? Delaware lululemon Decision Continues Delaware Trend Deferring to Judgments in First-Decided Action in Multi-Forum Derivative Litigation Contributor(s) Stacy Nettleton Stephen A. Radin
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? The Transactional Common Interest Privilege in New York—Common, But Not So Privileged Contributor(s) Glenn D. West
Features, Insights, Legal Developments, What's New on the Watch? Private Equity Adviser Settles Enforcement Action for Acting as an Unregistered Broker-Dealer and Other Violations Contributor(s) David E. Wohl
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch? Protecting the Private Equity Firm and its Deal Professionals from the Obligations of its Acquisition Vehicles and Portfolio Companies Contributor(s) Glenn D. West
Funds, Legal Developments, Thought Leadership, What's New on the Watch? SEC Official Remarks on Recent Enforcement Actions Brought Against Private Fund Sponsors
Insights, Legal Developments, What's New on the Watch? The Marblegate Oral Argument in the Second Circuit Court of Appeals Contributor(s) Miranda S. Schiller
Features, Insights, Legal Developments, What's New on the Watch? Delaware Supreme Court Confirms that Corwin Rule Applies to Aiding and Abetting Claim Contributor(s) Stacy Nettleton
Features, Glenn West Musings, Insights, Legal Developments On the Nature of Being Mistaken in Contract Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments Advancement and Indemnification for Former Target Company D’s and O’s–Distinct Concepts with Different Results in the Private Company Acquisition Context Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments Making Sure the Intended Conditions to Your Contractual Obligations are Actually Conditions Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Sell-side Private Equity Sellers Must View “Fraud Carve-outs” with a Gimlet-Eye Contributor(s) Glenn D. West
Features, Insights, Legal Developments The Perils of Incorporating Statutory and Regulatory Definitions into Indentures and Other Agreements Contributor(s) Frank Adams
Features, Glenn West Musings, Insights, Legal Developments The Surprising Connection Between an Extra-Contractual Fraud Claim and a Flesh-Eating Zombie Contributor(s) Glenn D. West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements Making Sure Your Survival Periods Actually Work as Intended Contributor(s) Glenn D. West
Features, Going Privates, Insights, Legal Developments End of an Era: The Music Stops for “Disclosure-Only Settlements” in Delaware Contributor(s) John A. Neuwirth Evert J. Christensen
Funds, Legal Developments, Thought Leadership Regulatory Developments and Annual Compliance Obligations Applicable to Private Fund Sponsors Contributor(s) David E. Wohl
Insights, Legal Developments, Specialist Areas Implementation of Iran Nuclear Deal Leads to Partial Lifting of U.S. and E.U. Sanctions
Glenn West Musings, Insights, Legal Developments, Purchase Agreements The Law You Choose to Govern Your Contract May Not Be the Law that Governs Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements Contractually Designating a Valuation Expert as the Binding Decision Maker Means Just That, Even if the Expert Turns Out to be Wrong Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements Private Equity 101 — The Need to Contractually "Box" Identified Risk Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements Lessons from a Consequential Case Concerning the Consequences of Consequential Damages Waivers Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements, Sell-side Exclusive Remedy Provisions, Fraud Carve-outs, and Personal Liability for Sell-Side Private Equity Professionals Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements Promissory Fraud, Anti-reliance and the Dreaded "Undefined" Fraud Carve-out Contributor(s) Glenn D. West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements Diminution in Value Damages & Waivers of Lost Profits Contributor(s) Glenn D. West
Going Privates, Insights, Legal Developments Buyer Beware: Availability of Disclosure-Only Shareholder Lawsuit Settlements Following Riverbed Technology
Cybersecurity, Funds, Legal Developments, Thought Leadership Did the Regulatory Cybersecurity Shoe Just Drop? SEC Enforcement Action in In re R.T. Jones Capital Equities Management, Inc. Contributor(s) David E. Wohl
Funds, Legal Developments, Thought Leadership OCIE Publishes Risk Alert Regarding Cybersecurity Examination Initiative for Registered Investment Advisers and Broker-Dealers Contributor(s) David E. Wohl
Glenn West Musings, Insights, Legal Developments, Management, Portfolio Company Matters, Purchase Agreements Writing Indemnification and Advancement Provisions to Protect Former Officers and Directors Contributor(s) Glenn D. West
Funds, Legal Developments, Thought Leadership Important Regulatory Developments for Investment Advisers Regarding Anti-Money Laundering Regulations and BEA Form BE-180 Contributor(s) David E. Wohl
Glenn West Musings, Insights, Legal Developments, Management, Purchase Agreements Key Takeaways Re: Option Holders Rights from Fox v. CDX Holdings, Inc. Contributor(s) Glenn D. West
Ancillary Agreements, Insights, Legal Developments Show Me the Money!: Why Escrow Agreements Should Matter to Private Equity Professionals
Insights, Legal Developments, Shareholder Agreements Director Designation Rights are not Inviolable for PE Sponsors Contributor(s) David B. Gail
Funds, Legal Developments, Thought Leadership IRS and Treasury Release Proposed Regulations Addressing Management Fee Waiver Arrangements Contributor(s) Robert Frastai Jonathan J. Macke
Europe, Insights, Legal Developments, Specialist Areas, U.K. Changes to U.K. Tax Treatment of Carried Interest Contributor(s) Oliver Walker
Funds, Legal Developments, Securities Laws, Thought Leadership SEC Issues Guidance Regarding Investment Adviser Code of Ethics Reporting Exception Contributor(s) David E. Wohl
Insights, Legal Developments, Purchase Agreements Delaware Supreme Court Clarifies Buyer’s Earn-Out Obligations
Funds, Legal Developments, Thought Leadership SEC Proposes Amendments to Form ADV Regarding Separately Managed Accounts and Umbrella Registrations Contributor(s) David E. Wohl
Insights, Legal Developments, Specialist Areas BEA Extends Deadline for Filing Form BE-10 to June 30, 2015
Funds, Legal Developments, Thought Leadership OCIE Director Shares Observations From Recent SEC Examinations of Private Equity Advisers Contributor(s) David E. Wohl
Legal Developments, Specialist Areas, Thought Leadership Important BEA Reporting Deadline for U.S. Investors in Foreign Countries
Funds, Legal Developments, Thought Leadership SEC Division of Investment Management Provides Cybersecurity Guidance to Registered Funds and Advisers Contributor(s) David E. Wohl
Insights, Legal Developments, Purchase Agreements, Shareholder Agreements The Implications of Halpin v. Riverstone National for Drafting and Exercising Drag-Along Provisions Contributor(s) Ryan Taylor
Funds, Legal Developments, Thought Leadership Prominent Investment Adviser and Former Chief Compliance Officer Settle SEC Enforcement Action Arising from Failure to Disclose Conflict of Interest Regarding Outside Business Activities Contributor(s) David E. Wohl
Insights, Legal Developments, Purchase Agreements, Shareholder Agreements A Reminder Regarding the Importance of a Well-Drafted Drag Provision
Insights, Legal Developments, Purchase Agreements, Shareholder Agreements A Potential Shield for PE Sponsors: Interpreting the Term “Affiliate” in Contracts Contributor(s) Jeffrey D. Osterman
Diligence, Insights, Legal Developments, Specialist Areas M&A FCPA Advisory Following SEC’s Enforcement Action Against Goodyear Contributor(s) Steven Tyrrell
Funds, Legal Developments, Thought Leadership Periodic Regulatory Filings and Annual Compliance Obligations Applicable to Private Fund Sponsors in 2015 Contributor(s) David E. Wohl
Funds, Legal Developments, Thought Leadership SEC Issues Guidance on the Application of the Custody Rule to Special Purpose Vehicles and Escrow Accounts Contributor(s) David E. Wohl
Funds, Legal Developments, Thought Leadership SEC Official Remarks on Recent OCIE Findings from Examinations of Private Equity Advisers
Funds, Legal Developments, Thought Leadership Annual Compliance Filing Requirements and Additional Regulatory Developments for Private Fund Sponsors Contributor(s) David E. Wohl
Funds, Legal Developments, Securities Laws, Thought Leadership SEC Issues Guidance Expanding the Scope of Knowledgeable Employee Standard
Funds, Legal Developments, Thought Leadership SEC Issues Guidance on Regulation D “Bad Actor” Rules Contributor(s) David E. Wohl
Funds, Legal Developments, Securities Laws, Thought Leadership David Blass Answers Questions with Respect to Broker-Dealer Registration of Private Fund Advisers
Funds, Legal Developments, Securities Laws, Thought Leadership SEC Issues Guidance Update with Respect to Privately Offered Securities under the Custody Rule Contributor(s) David E. Wohl
Funds, Legal Developments, Securities Laws, Thought Leadership SEC Adopts Final Rules Permitting General Solicitation in Private Offerings