Library

    Documents

    Title

    Author(s)

    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

    Disclaimer

    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.