November 18, 2024
Practical M&A Treatise: The 2025 Edition is Here!
We recently put the finishing touches on the annual update for the Practical M&A Treatise. This 904-page resource covers a broad range of topics, including the mechanics of an M&A transaction, documentation, disclosure, tax, accounting, antitrust, contractual transfer restrictions, successor liability, antitakeover & fiduciary duties of directors and controlling stockholders. The new edition features updates on:
– The terms of acquisition agreements, including interpretive issues relating to fraud disclaimers, sandbagging, language defining assumed and retained liabilities, ConEd clauses, and the implications of an unqualified representation on a buyer’s ability to terminate a transaction
– Fiduciary duties of directors, officers and controlling stockholders
– The 2024 amendments to the DGCL and their implications for market practice for acquisition agreements, activist settlements, and takeover defenses
– The continuing evolution of the Rep & Warranty Insurance market and its implications for claims under RWI policies
– The status of sale of business non-competes in Delaware and the potential implications of the FTC’s limitations on non-competes
– Developments in shareholder activism, including Delaware decisions addressing advance notice bylaws and poison pills, and the implications of new Section 122(18) of the DGCL,
– The evolving antitrust regulatory and enforcement environment, and developments under the federal securities laws, including the lessons from the first year under the universal proxy rules
The Practical M&A Treatise is available online as part of an upgraded DealLawyers.com membership. It’s also incorporated into our “Deal U Workshop” – an essential online course for more junior M&A lawyers, with nearly 60 podcasts and 30+ situational scenarios to test your knowledge. Sign up online, email sales@ccrcorp.com, or call 1-800-737-1271 to get access today.
– John Jenkins