M&A FUNDAMENTALS
This type of provision provides buyer relief in the event of post-signing updates to financial statements, or changes to the target’s business or financial condition.
What is a purchase price adjustment?
Special Purpose Acquisition Companies are formed to raise money for a future M&A transaction through this capital markets offering.
What is an Initial Public Offering?
Amendments to the DGCL in March 2025 create statutory safe harbors for fiduciaries in this type of transaction.
What are Conflicted Transactions?
This U.S. merger-control filing went from a relatively familiar pre-closing form to a major front-loaded diligence exercise in 2025, then became legally unsettled again in 2026 after the new version was vacated.
What is the Hart-Scott-Rodino pre-Merger Notification Form?
On St. Patrick’s Day 2026, the SEC celebrated with the CFTC to issue a joint comprehensive interpretive release clarifying how federal securities laws apply to this class of assets
What are crypto assets?
This contractual provision helps a Board meet its fiduciary obligation to maximize shareholder value in an M&A transaction.
What is a go-shop provision?
A recent study of M&A professionals indicates that adoption of this type of technology in various aspects of M&A workflow is skyrocketing.
What is Generative AI?
This theory offers liability protection for Directors and Officers who exercise an appropriate decision making process.
What is the Business Judgment Rule?
This federal beneficial ownership reporting regime administered by FINRA is currently far more narrowly applied than initially anticipated.
What is the Corporate Transparency Act?
In December 2025, the CFTC released rule amendments comprehensively overhauling this process relating to the recommendation of enforcement proceedings by the Division of Enforcement.
What is the Wells process?
This standard M&A provision is often triggered by events such as the receipt of a superior proposal, or an adverse recommendation by the Board.
What are termination fees?
This instrument is increasingly utilized in M&A deals as a replacement for traditional seller indemnification terms.
What is Representations & Warranties Insurance?
Important amendments to the Delaware Corporation Law in August 2025 broadened the prohibition against this type of provision in certificates of incorporation and bylaws.
What are Fee-shifting provisions?
This Treasury Department regime regulates investment transactions by U.S. persons involving national security-related technologies in companies based in certain ‘countries of concern.’
What is the U.S. Outbound Investment Security Program?
In January, SEC Chair Paul Atkins directed this Division to perform a comprehensive review of the agency’s regulatory regime governing the substance of what public companies should disclose in required filings.
What is the Division of Corporation Finance?
This purchase price adjustment has been employed more frequently during the past several years to address valuation difficulties.
What is an earnout?
This benchmark rate has replaced LIBOR for most commercial loan agreements, including those used in acquisition financing.
What is the Secured Overnight Financing Rate (SOFR)?
This emerging type of for-profit entity requires directors to balance the pecuniary interest of shareholders and promotion of specified non-pecuniary goals.
What is a Public Benefit Corporation?
The FTC Rule banning most of this type of employment agreement was formally rescinded effective February 12, 2026.
What are Non-Compete Agreements?
In April, Treasury issued an Advanced Notice of Proposed Rulemaking seeking public comment on principles requiring state stablecoin regulatory frameworks to substantially align with Federal OCC standards under this Act.
What is the GENIUS Act?
This increasingly common provision requires the buyer to disclaim any consideration of extra-contractual reps and warranties.
What is a non-reliance provision?
The 2026 M&A market has been buoyed by a significant number of this type of corporate transaction.
What is a Megadeal?
This concept describes a process of providing relief to a judgment creditor who seeks to hold a business entity liable for a debt of a member or shareholder.
What is reverse veil-piercing?
This Federal Department oversees the new Data Security Program regime regarding access to U.S. government-related data or Americans’ bulk sensitive personal data.
What is the the Department of Justice?
On March 10th this Federal Department unveiled its first ever Corporate Enforcement and Voluntary Self-Disclosure Policy, reshaping how corporate criminal matters are investigated and resolved.
What is the Department of Justice?