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Stradling

Mergers and Acquisitions

  • May 2019

    Private Briefing: Young PE Firms Double Down On Entrepreneurship

    Tom Waldman, Shareholder in Stradling’s Corporate practice group, was quoted in an article published on May 1st by TheStreet, “Private Briefing: Young PE Firms Double Down on Entrepreneurship”. As private equity flourishes, more VPs are spinning off from their larger firms and starting their own shops. “You start out as a smaller business and the first thing you and your team do is find attractive deals,” Waldman said. “You’re doing all the legwork yourself. You’re doing business development and deal execution and management of your portfolio companies all with a small team”.
  • March 2019

    FTC Announces Revised HSR Notification Thresholds For 2019

    The FTC recently announced annual changes to the reporting thresholds for the Hart Scott Rodino Antitrust Improvements Act, increasing the thresholds by approximately 6.6% over 2018.

    The HSR Act established the federal pre-merger notification program, which provides the FTC and the U.S. Department of Justice with information about large mergers and acquisitions before they occur.
  • February 2019

    Client Alert - HSR Act Notification Thresholds for 2019

    Timothy Polmateer, an associate in Stradling's Corporate practice group, wanted to inform you on the Federal Trade Commission's annual changes to the Hart-Scott-Rodino Act. On February 15, 2019, the FTC announced the annual changes to the HSR Act notification thresholds.
  • February 2019

    Delaware Supreme Court Affirms MAE Ruling Allowing Fresenius To Terminate Akorn Merger

    The Delaware Supreme Court has upheld a landmark lower court decision that allowed Fresenius Kabi AG to walk away from a planned $4.75 billion merger with Akorn Inc. based on the existence of a material adverse effect.

  • August 2017

    Delaware Chancery Court Sends Dispute Over Purchase Price Adjustment To Auditor

    In a recent decision, the Delaware Chancery Court ruled that a dispute over a post-closing purchase price adjustment must be decided by an independent auditor rather than the courts. The court in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition Co. LLC was required to interpret a dispute resolution mechanism found in many in private company M&A transactions. The decision highlights the importance of clearly drafting such provisions.
  • August 2017

    Interbake Can't Terminate Mrs. Fields' Cookie Deal Based On MAE Clause

    The Delaware Chancery Court in a recent decision held that Mrs. Fields Brands Inc. could force Interbake Foods LLC to honor an agreement to make Mrs. Fields-branded cookies for sale in certain retail store channels. In doing so, the court rejected Interbake’s argument that Mrs. Fields breached a “material adverse effect” clause and made false representations in the agreement.
  • August 2017

    Fraud Carveouts in M&A Transactions Must be Crafted Carefully to Avoid Ambiguity

    In a recent decision, the Delaware Chancery Court refused to throw out a lawsuit with post-closing claims for indemnification against the sellers of EMSI Holding Company, a medical information services business. The case involved allegations of fraudulent representations made by the company in the Stock Purchase Agreement. The court said “inelegant drafting” of the SPA created an ambiguity that prevented dismissal at this stage.
  • June 2017

    Precision And Drafting: Keys To Ensure Your Agreement To Negotiate In Good Faith Will Be Enforceable

    Term sheets, letters of intent and other preliminary documents can be useful for parties in complex negotiations, allowing them to handle the major issues of the deal first and worry about the details later. Agreements that say the parties will negotiate a future agreement in good faith can be enforceable. But how to do you ensure that your agreement will be enforced and that you will have recourse if the other side doesn’t live up to its end of the deal?
  • May 2017

    Structuring Earnounts In M&A Transactions

    An earnout is a mechanism in M&A transactions that allows the seller to receive additional compensation if the business achieves certain financial or operating targets after closing. Earnouts can bridge a valuation gap between a seller and skeptical buyer and are often used for startups that don’t have much operating history but have growth potential.
  • January 2015

    To Sell or Not to Sell? That is the Question on the Minds of Many Board Members, Executives and Investors

    As seen in the Orange County Business Journal, interviewer Samantha McDermott, Chief Marketing Officer of Stradling, connected with Randy Krauthamer, Managing Director of Duff & Phelps Securities, Rich Anderson, Managing Director of Moss Adams Capital, and Chris Ivey, Shareholder and Co-Chair of Stradling’s Corporate Department, about the advice they are giving their clients and the trends they see in M&A.