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Shareholder Representation

Trends and best practices related to M&A closings and professional shareholder representation.

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Shareholder Representation

Tools for Practitioners

M&A Purchase Price Adjustments Are Common Yet Complex

Shareholder Representation

The Importance of M&A Tax Advisory for Your Next Deal

Shareholder Representation

Avoiding M&A Risks - Maintaining Post-Closing Control

Escrow and Payments

Shareholder Representation

The Problems with Pro Ratas in Mergers and Acquisitions

Shareholder Representation

M&A Advisors: Why is a Post-closing Specialist Essential for Your Clients?

Shareholder Representation

Tools for Practitioners

Pre-Closing M&A Checklist For Advisors

Shareholder Representation

Tools for Practitioners

Why Risk It? How an experienced shareholder representative helps navigate post-closing issues

Shareholder Representation

M&A Merger Agreements: Efficient Drafting

Shareholder Representation

Purchase Price Adjustments: Insider Tips for Better M&A Merger Agreements

Shareholder Representation

Can M&A Advisory Clients Benefit from a Professional Shareholder Rep?

Shareholder Representation

Including Deferred Tax Assets and Liabilities in Working Capital Calculations for M&A Transactions? Think Twice

Shareholder Representation

Tools for Practitioners

Anatomy of a Purchase Price Adjustment Provision In M&A Agreements

Shareholder Representation

Tools for Practitioners

Scheduled Litigation Risks in Mergers and Acquisitions: Tips to Manage Third-Party Lawsuits

Shareholder Representation

M&A Negotiation & Scheduled Litigation: Deal Terms for Managing Third-Party Lawsuits

Shareholder Representation

Challenges and Tips to Protect the M&A Deal Process & Parties

Shareholder Representation

Cannabis M&A Deals — Post-Closing Challenges

Shareholder Representation

Negotiating the M&A Purchase Price Adjustment Provision

Shareholder Representation

Key Insights for Engaging a Shareholder Representative

Shareholder Representation

Tools for Practitioners

How to Protect Deal Parties in Cannabis M&A Deals

Shareholder Representation

Optimizing Outcomes for M&A Post-Closing Purchase Price Adjustments and Net Working Capital

Shareholder Representation

Professional Shareholder Representation Services Success Stories

Shareholder Representation

An Examination of Evolving Employment Challenges and Solutions in M&A

Shareholder Representation

Working Capital Purchase Price Adjustment Mechanics — Avoid Costly Disputes

Shareholder Representation

Tools for Practitioners

Effective Dispute Resolution

Escrow and Payments

Shareholder Representation

M&A Expense Fund Key Concepts

Shareholder Representation

Best Practices: Shareholder Representative Services

Life Sciences

Shareholder Representation

How to Structure Earnouts in M&A

Shareholder Representation

M&A Closing: How to Make the Distribution of Post-Closing Funds More Efficient

Shareholder Representation

Tools for Practitioners

Key Concepts When Calculating Purchase Price Adjustments

Deal Terms Analysis

Shareholder Representation

What to Make of the Great Hill Case – The M&A Bar is Not Yet in Agreement on How Best to Address Merger Agreement Privilege Issues

Escrow and Payments

Shareholder Representation

$5 Billion Found: Solving for the Administrative Inefficiencies in M&A

Shareholder Representation

Tools for Practitioners

Venture Capital (VC) M&A Checklist: Post-Close Drafting Considerations

Escrow and Payments

Shareholder Representation

M&A Expense Funds: Why Sellers Should Establish One, How Large It Should Be, and Other Considerations

Life Sciences

Shareholder Representation

A Review of Earnouts in M&A Transactions

Deal Terms Analysis

Shareholder Representation

M&A: Who Owns the Attorney-Client Privilege After Closing?

Shareholder Representation

Common Myths About Hiring a Professional Shareholder Representative

Shareholder Representation

Keeping Investment Funds Out of Litigation Purgatory With a Professional Shareholder Representative

Shareholder Representation

Effective M&A Dispute Resolution: Considerations in Arbitration, Litigation

Shareholder Representation

How Private Equity Manages the Post-Closing M&A Process

Shareholder Representation

Guidance on Shareholder Rep Expense Fund - Why a Properly Sized Expense Fund Can Be Good for M&A Buyers and Sellers

Shareholder Representation

COVID-19 M&A Post-Closing Scenarios

Shareholder Representation

Strategies for Addressing Pre-Closing Sales & Use Tax Liabilities

Shareholder Representation

Managing M&A Earnouts in a Pandemic

Shareholder Representation

5 Reasons a Selling Shareholder Should Not Volunteer to Be the Shareholder Rep

Deal Terms Analysis

Shareholder Representation

Addressing Target Company Privilege in Merger Agreements Five Years after Great Hill v. SIG

Shareholder Representation

Tools for Practitioners

Working Capital Adjustment M&A Checklist and Guidelines

Deal Terms Analysis

Shareholder Representation

Beware of Exclusions When Defining Net Working Capital in M&A Transactions

Shareholder Representation

Five Common Reasons for Disputes in Working Capital

Shareholder Representation

Escrow and Payments

The Impact of Buy-Side RWI on Buyer Indemnification Efforts

Shareholder Representation

Watch Out for Legal Issues in Purchase Price Adjustments

Shareholder Representation

Escrow and Payments

Purchase Price Adjustments in Light of Chicago Bridge and Rep and Warranty Insurance

Deal Terms Analysis

Shareholder Representation

Tools for Practitioners

M&A Privilege: What to Make of the Great Hill Case— Who Owns the Attorney-Client Privilege After Closing and How Can it Really be Addressed?

Shareholder Representation

Does Your M&A Client Need a Professional Shareholder Rep?

Shareholder Representation

Does Your M&A Deal Need a Professional Shareholder Rep?

Shareholder Representation

Purchase Price Adjustments: Setting the Net Working Capital Target

Shareholder Representation

Professional Shareholder Representation–A Must for Sellers

Deal Terms Analysis

Shareholder Representation

Understanding Changes in Shareholder Consent Requirements

Escrow and Payments

Shareholder Representation

Unexpected Drains on Private Equity Productivity

Shareholder Representation

Mind the Gap: The Space Between a Post-Closing PPA and R&W Insurance

Escrow and Payments

Shareholder Representation

Shareholder Releases and Letters of Transmittal

Shareholder Representation

Sales Taxes: Whose Tax is it, Anyway?

Shareholder Representation

Indemnification Claim or Working Capital Adjustment? OSI Systems v. Instrumentarium

Escrow and Payments

Shareholder Representation

Contribution and Joinder Agreements

Shareholder Representation

Selling Residual Interest to Write Off Investment Losses

Shareholder Representation

Understanding the Role of the Purchaser Representative in Stock-for-Stock Transactions

Escrow and Payments

Shareholder Representation

Avoiding Improper Lock-up of Escrow Money

Deal Terms Analysis

Shareholder Representation

Definition of Purchase Price

Deal Terms Analysis

Shareholder Representation

Do Carveouts to Caps Work the Way You Intend?

Shareholder Representation

Assuming Defense of Third-Party Claims: the Moral Indemnity Hazard Problem

Shareholder Representation

Damages Based on Financial Misstatements

Deal Terms Analysis

Shareholder Representation

M&A Conflict Waivers

Shareholder Representation

Preparing and Filing Tax Returns

Shareholder Representation

Working Capital Definition

Shareholder Representation

Enforceability of Representation and Warranty Survival Periods—Western Filter v. Argan

Escrow and Payments

Shareholder Representation

Disbursement of Funds—Who Touches the Money?

Deal Terms Analysis

Shareholder Representation

Clarifying When Attorneys’ Fees Constitute Damages