Anatomy of a Stock Purchase Agreement
Most private M&A transactions are structured as acquisitions of stock, rather than mergers or asset purchases. The principal agreement...
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Paul Cambria
- Oct 3, 2015
- 2 min
M&A Disclosure – Annotated Form 8-K
Public companies that participate in M&A transactions are subject to a myriad of potential disclosure obligations throughout the...
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Paul Cambria
- Sep 23, 2015
- 10 min
Material Adverse Effect Clauses
Things rarely go according to plan. Earnings are missed. Commercial relationships end. Regulatory approvals don’t materialize. Lawsuits...
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Paul Cambria
- Sep 8, 2015
- 7 min
Intro to M&A Representations and Warranties
The primary transaction agreement in every M&A deal contains representations and warranties, colloquially referred to as “reps and...
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Paul Cambria
- Sep 3, 2015
- 2 min
How to take control of a Board through written consents
On August 19, 2015, the Delaware Court of Chancery issued an opinion in Kerbawy v. McDonnell that addressed how holders of a majority of...
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Paul Cambria
- Aug 31, 2015
- 9 min
Anatomy of an Asset Purchase Agreement
Like the classic game Operation,® asset purchase transactions require parties to take great care in extracting just what they want....
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Paul Cambria
- Aug 28, 2015
- 2 min
Dole CEO and GC Fraud Liability for Otherwise Proper Going-Private Deal
On August 28, 2015, the Delaware Court of Chancery found the controlling shareholder-CEO and General Counsel of Dole Food Co. Inc. liable...
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Paul Cambria
- Aug 23, 2015
- 2 min
What does an M&A lawyer do?
An M&A lawyer runs the deal.  She is the hub in the hub-and-spoke system of deal parties and their advisers. The M&A lawyer serves as the...
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Paul Cambria
- Aug 10, 2015
- 3 min
FTC Issues Guidance on Antitrust Merger Review
As mentioned in a prior post, if the transaction value for an M&A deal equals or exceeds $92 million (as of the date of this post; the...
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Paul Cambria
- Jul 29, 2015
- 1 min
M&A, Corporate and Securities Law Glossary
Today, I published a fairly comprehensive glossary of terms used by M&A, corporate and securities lawyers. Coverage ranges from the “All...
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Paul Cambria
- Jul 26, 2015
- 12 min
I’m buying a company. How do I know exactly what I’m getting?
Unfortunately, an acquisition is like a box of chocolates: you never know what you’re gonna get. Even if it’s an asset purchase, rather...
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Paul Cambria
- Jul 20, 2015
- 14 min
What you need to know about M&A letters of intent
Preliminary outlines of proposed M&A deals—whether called letters of intent (LOIs), term sheets or memoranda of understanding...
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Paul Cambria
- Jul 11, 2015
- 14 min
What you need to know about M&A confidentiality agreements
Most M&A transactions are material to the parties involved, and public disclosure that a deal is in the offing can have profound effects...
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Paul Cambria
- Jul 11, 2015
- 1 min
Will you elaborate on the use of earnouts in M&A deals?
This is a follow-up to an earlier post on earnouts in M&A deals. I’ve embedded below a detailed presentation on earnouts I prepared last...
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Paul Cambria
- Jul 10, 2015
- 4 min
Introduction to M&A Earnouts
M&A earnouts can help you get deals done . . . but not without risk. An earnout is a deal financing mechanism where the buyer agrees to...
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Paul Cambria
- Jul 2, 2015
- 4 min
M&A Fiduciary Duties: Maximizing Shareholder Value
You owe minority investors or other shareholders special fiduciary duties when you sell your company. As I discussed in a prior post,...
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Paul Cambria
- Jun 27, 2015
- 3 min
Fiduciary Duties: Minority Shareholder Rights
Officers, directors, managers, controlling stockholders and other control persons of corporations and other entities frequently have...
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Paul Cambria
- Jun 7, 2015
- 9 min
Introduction to M&A Transaction Structure
The determination of an optimal M&A transaction structure is a complex process driven by a number of considerations.* A thorough...
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Paul Cambria
- Jun 3, 2015
- 12 min
Private M&A Transaction Process
In this first part of a two-part series on the subject, I will discuss the typical private M&A transaction process. (Private M&A refers...
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