Successor Liability in Asset Acquisition Transactions

Jon T. Hirschoff, John H. Lawrence Jr. and Daniel H. Peters

The Law of “Sandbagging” in M&A Transactions: Jurisdictional Default Rules and Contractual Alternatives

Robert W. Dickey and Max S. Heuer

Binding Non-Signatory Stockholders Under Merger Agreements

Frederic L. Smith, Jr., Michael A. Pittenger and Pamela L. Millard

Analysis and Guidance for Use of Earnout Provisions

Arthur Wright, Jennifer Avery and Melissa Deal

"Bringdown" conditions

Brian S. North, Vince Garrity, Tim McCann and David Quigg

Dispute Resolution Clauses in Purchase Price Adjustment Provisions

Alan A. Sachs

Enforceability of Letters of Intent

Sarita Nair

Fraud and Non-Reliance and Exclusive Remedy Clauses in Acquisition Agreements

Craig Menden, Joseph P. Kubarek, Patrick J. Leddy, Nicholas Dietrich and David Kim

Judicial Interpretation of "Best Efforts" Clauses

Arthur J. Wright

Judicial Interpretation of Exclusivity and No-Shop Provisions

John R. Houston and Courtney L. Atwood

Judicial Interpretation of Financial Statement Representations in the Acquisition Context

Gabriel Salterelli

Judicial Interpretations of Full Disclosure ("10b-5") - Representations

Donald M. Dalik

Jurisdictional Differences in M&A Jurisprudence

M&A Jurisprudence Subcommittee

Material Adverse Change Provisions in Acquisition Agreements

Anthony Milazzo and Neil Guthrie

No Undisclosed Liabilities Representations

Seth Freedman and Robert W. Dickey

Research Regarding Attorney-Client Privilege and Conflicts of Interest in Negotiated Acquisitions

Shima S. Roy, Brian S. North and Frederic L. Smith, Jr.

Third Party Beneficiary Issues in M&A Transactions

Frederic L. Smith, Jr.

Time Limitations on Post-Closing Recovery for Breaches of Representations and Warranties: Survival Clause as a Contractual Statute of Limitations

Robert G. Copeland and Melissa A. DiVincenzo

Annual Surveys of M&A Jurisprudence:
2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2018


The M&A Dealmakers' Library is a service of the M&A Jurisprudence Subcommittee of the M&A Committee of the Business Law Section of the ABA. The memoranda in the M&A Dealmakers' Library do not constitute legal advice; nor are they intended to be exhaustive or definitive treatments of the subjects covered. Rather, they are intended to be a supplemental resource to assist the user in his or her efforts to identify, research and understand the jurisprudence interpreting M&A document provisions and some of the issues that are important to M&A practitioners. The views expressed in these memoranda are not the views of the ABA or any committee or subcommittee thereof, and do not constitute the opinion of the author or the author's firm. The memoranda in the M&A Dealmakers' Library are dated as of the date of their preparation, and, except as otherwise indicated, have not been updated since. Users are encouraged to share their views regarding a memorandum by posting those views in the comments sections associated with the memorandum.