Legal News

Last year’s blockbuster opinion in Akorn, Inc. v. Fresenius Kabi AG—the first Delaware case to find the existence of a Material Adverse Effect (“MAE”)— provided corporate litigators a roadmap for establishing an MAE to avoid closing a merger...By: Weil, Gotshal & Manges LLP

It is typical in private equity funds for certain tax-sensitive investors, including U.S. tax exempts and non-U.S. investors, such as sovereign wealth funds, to own their indirect interests in certain types of fund investments through an entity...By: Weil, Gotshal & Manges LLP

Despite the proliferation of R&W insurance as the sole recourse for buyers with respect to sellers’ breach of representations and warranties, an indemnification remedy against sellers (subject to a cap) continues to find its way into many private...By: Weil, Gotshal & Manges LLP

On October 29, 2019, the Delaware Court of Chancery issued an important decision concerning master limited partnerships (“MLPs”) and other alternative entities in the context of conflict-of-interest transactions. In Dieckman v. Regency GP LP, C.A....By: Weil, Gotshal & Manges LLP

As the UK’s expected departure from the European Union approaches – currently scheduled for October 31 – the UK Competition and Markets Authority (CMA) has been developing a tougher and more interventionist approach to competition enforcement. Low...By: Weil, Gotshal & Manges LLP

In a market with soaring multiples, private equity buyers are increasingly on the hunt to mitigate high valuations by acquiring platform companies from which they can pursue add-ons at materially lower multiples and with the potential for synergies....By: Weil, Gotshal & Manges LLP

In a market with soaring multiples, private equity buyers are increasingly on the hunt to mitigate high valuations by acquiring platform companies from which they can pursue add-ons at materially lower multiples and with the potential for synergies....By: Weil, Gotshal & Manges LLP

It is said that, in real estate, location is everything. Well, it turns out that the same is sometimes true with respect to the enforcement of contracts; it is just as important to choose the location for resolving a dispute as it is to choose the...By: Weil, Gotshal & Manges LLP

SPACs are increasingly being viewed as an additional platform for private equity sponsors to complement their existing platforms. They provide sponsors with favorable economics and the opportunity to target companies that may want to go public rather...By: Weil, Gotshal & Manges LLP

The Confidentiality (or Non-Disclosure) Agreement (NDA) is the most maligned, and the most likely to be given short shrift, of the many contracts involved in the M&A process. Because an NDA must be negotiated and signed simply to get access to...By: Weil, Gotshal & Manges LLP