Anatomy of an Asset Purchase Agreement

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Like the classic game Operation,® asset purchase transactions require parties to take great care in extracting just what they want. However, successful asset sales require quite a bit more than a pair of tweezers and steady hands. Among other things, they require a well-crafted Asset Purchase Agreement (APA). These agreements, at their most basic level, provide for the sale…

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Dole CEO and GC Fraud Liability for Otherwise Proper Going-Private Deal

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Yesterday, the Delaware Court of Chancery found the controlling shareholder-CEO and General Counsel of Dole Food Co. Inc. liable to investors for $148 million for fraudulently driving down the company’s share price in anticipation of a going-private transaction.  What’s particularly noteworthy here is that the controlling shareholder appears to have structured the transaction with all of…

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Anatomy of a Stock Purchase Agreement

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Most private M&A transactions are structured as acquisitions of stock, rather than mergers or asset purchases. The principal agreement governing such a transaction is typically a Stock Purchase Agreement (SPA), sometimes styled a Securities Purchase Agreement or simply a Purchase Agreement. At their most basic level, these agreements provide for the sale of shares in a…

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What does an M&A lawyer do?

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An M&A lawyer runs the deal.  She is the hub in the hub-and-spoke system of deal parties and their advisers. The M&A lawyer serves as the primary point of contact for the rest of the deal team and has principal responsibility for shepherding the transaction to closing. She may be an in-house attorney but is more often an M&A specialist practicing with an outside…

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FTC Issues Guidance on Antitrust Merger Review

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As mentioned in a prior post, if the transaction value for an M&A deal equals or exceeds $76.3 million (as of the date of this post; the threshold is adjusted annually), an HSR filing may be required with the Premerger Notification Office of the Federal Trade Commission, and the parties must wait 30 days to…

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