Learn how to more effectively outsource work related to representations and warranties insurance, purchase price adjustments, and escrow services and help your team focus on more important issues to maximize results.
An analysis of merger agreements closed since the November, 2013 Great Hill ruling reveals no apparent consensus on how selling companies are assigning rights of attorney-client privilege related to pre-closing communications.
If a seller isn’t granted information rights under the merger agreement, an earnout that isn’t performing could descend into a dispute, even if the relationship between seller and acquirer was civil when the deal closed.
Beyond resources and conflict issues, the right to appeal, cost considerations, and the role of arbitrators can all contribute to unexpected results for participants on both sides of an M&A transaction.
M&A transactions involving escrowed stock are on the rise. As a result, it is important to fully understand the mechanics of stock escrows to maximize efficiency and avoid surprises when it comes time to release the stock to shareholders.
It typically takes longer for a shareholder representative to review working capital calculations when material adjustments might be made, because both the number of issues and the complexity of such issues tend to increase as the amount of the adjustment increases.
Recently, SRS Acquiom has seen more transactions in which the acquiring company requires the selling shareholders to enter into side agreements to ensure that certain terms of the merger agreement are enforceable against them.
A common indemnification claim that SRS Acquiom sees relates to sales tax exposure of the target company. These claims tend to be complicated because they often involve an assessment of the target company’s interactions with customers in multiple states and the application of these states’ tax laws.
This is a sample of the full study which analyzes post-closing escrow claim activity across 720 private-target acquisitions on which SRS served as the shareholder representative from 2010 through 2014.
This paper explores how to mitigate the risks of acting as your own shareholder representative, and how private equity firms can more efficiently manage the post-closing process while retaining complete control.