By Richard D. Harroch, David A. Lipkin, and Richard V. Smith The coronavirus (COVID-19) crisis is having and will continue to have a material global impact on mergers and acquisitions (“M&A”). On a massive scale and in a very short period of time, hundreds of thousands of businesses have shuttered or cut back their operations […]
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By Kison Patel Over the past decade, I’ve had the opportunity to work with countless executives and CEOs undergoing the extremely complex, all-consuming, and intricate process of selling their company. As the CEO and Founder of a software platform that helps manage mergers and acquisitions (M&A) and as a former M&A advisor, I’ve witnessed a
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By Richard D. Harroch and Richard V. Smith In any merger and acquisition (M&A) transaction, the seller’s senior management team is charged with maximizing the price and terms available to the shareholders of the selling company. Taking their direction from the Board of Directors—and with the assistance of the selling company’s legal and financial advisors—the senior
By Richard D. Harroch, David A. Lipkin and Richard V. Smith Selling your company can be difficult and time-consuming. Mergers and acquisitions (“M&A”) require advance preparation, sophisticated advisors, a dedicated management team, and an understanding of the key business and legal issues involved. The following are a number of key lessons learned from M&A transactions
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By Richard D. Harroch, David A. Lipkin, Richard V. Smith, and John Cook Mergers and acquisitions typically involve a significant amount of due diligence by the buyer. Before committing to the transaction, the buyer will want to ensure that it knows what it is buying, what obligations it is assuming, the nature and extent of
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By Richard D. Harroch, David E. Weiss, and Richard V. Smith There is a significant emerging trend in the use of M&A representations and warranties insurance in mergers and acquisitions of privately held companies. Both strategic acquirers and private equity buyers have gotten increasingly comfortable in using such insurance for their acquisitions, providing meaningful benefits
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By Richard D. Harroch, Jennifer Martin, and Richard V. Smith Data privacy, cybersecurity, and data breach risks are important due diligence issues in mergers and acquisitions. Post-acquisition discovery of security problems, and even notifiable breaches, is a far too common scenario. According to one report, more than a third (40%) of acquiring companies engaged in
By Richard D. Harroch, David A. Lipkin, and Richard V. Smith Mergers and acquisitions involving privately held companies entail a number of key legal, business, human resources, intellectual property, and financial issues. To successfully navigate a sale of your company, it is helpful to understand the dynamics and issues that frequently arise. In this article,
Bloomberg has just published a comprehensive treatise on mergers and acquisitions of privately held companies, appropriately titled Mergers and Acquisitions of Privately Held Companies: Analysis, Forms, and Agreements. The book covers all important legal and business issues associated with acquisitions of privately held companies, including companies that are venture backed or private equity backed. The book has
By Richard D. Harroch, David A. Lipkin, and Richard V. Smith In merger and acquisition (“M&A”) transactions, confidential and proprietary information (such as financial information and important contracts) often needs to be shared with the other party. But the path to doing so safely is making sure that the other party is bound to respect
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