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, 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, 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, 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
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, Insights, Purchase Agreements, What's New on the Watch? Key Considerations in Acquisitions of Acquisitive Companies Contributor(s) Christopher R. Machera Jenna McBain Larissa Lucas
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
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, 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, 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
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
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements Making Sure Your Survival Periods Actually Work as Intended Contributor(s) Glenn D. West
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
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
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
Insights, Legal Developments, Purchase Agreements Delaware Supreme Court Clarifies Buyer’s Earn-Out Obligations
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
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
Features, Global PE Update, Purchase Agreements, R&W Insurance Weil’s Q2 2014 Quarterly Private Equity Update: Unlocking “Locked Box” Deals