M&A lawyers often get stuck negotiating pages and pages of representations and warranties in purchase agreements on behalf of their buyer clients. So let’s say I am stranded on a desert island negotiating with “Wilson,” the volleyball, for the purchase of a coconut water business. Wilson will only give me five representations in our purchase… → Read More
Monthly Archives: August 2011
Are You a Target? Protecting Yourself against D&O Liability
Posted in Contractual MattersAre you a D&O on a board of a company that is or may be an acquisition target? You may be wondering what happens to your indemnity after the company you act for is acquired. First things first, if you have a contractual indemnification agreement with the company, check it and see what the duration of… → Read More
Confidentiality Agreements – Part 1 – Some Initial Considerations
Posted in Contractual MattersHow often are you called upon to sign a confidentiality or non-disclosure agreement? Want to participate in the sale process for a business you’re interested in acquiring? Sign this confidentiality agreement first. Need access to important commercial information? Sign a confidentiality agreement. Want to meet with key executives as part of your due diligence? Not before… → Read More
Dissident Ambush of a Shareholders’ Meeting – Tactics to Consider
Posted in Public M&AA common technique by dissidents seeking to replace a board of directors is to nominate a rival slate of directors from the floor at the company’s annual meeting. The dissident group might succeed because the target company has not had time to round up support from friendly shareholders who did not bother to vote. The… → Read More
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