Balancing the Scales: Purchase Price Adjustments in M&A Transactions

In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase price adjustments are mechanisms to alter (increase or decrease) the price paid for a business after the sale is closed. These adjustments are designed…

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The Power of Preferred Stock: A Primer for VC, PE, and Founders

Preferred stock is a key financing instrument in the world of private equity (PE) and venture capital (VC), frequently used to balance the interests of investors and founders. Issued by corporations, preferred stock confers specific rights and privileges — often outlined in the company’s certificate of incorporation — making it distinct from common stock. These…

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Closing with Confidence: Representations and Warranties Insurance in M&A

Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates deal-making by offering protection against financial losses arising from breaches or inaccuracies of the representations and warranties made by the seller in the transaction documents,…

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Peekaboo: How To Continue Preparations for Brave New (Data Privacy) World

On September 12, 2023, Delaware became the 13th state to adopt a consumer data privacy act, joining Florida, another state to recently adopt consumer privacy laws, and others in providing resident consumers with rights regarding their personal information. Delaware’s Personal Data Privacy Act (the “PDPA”) goes into effect on January 1, 2025, but businesses should…

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Florida Business Climate Great for Pickleball, But Risks Are in Play

When discussing the ever-evolving landscape of Florida’s commercial real estate (CRE) market, one trend has begun to stand out — the rise of pickleball. This sport, once a leisurely pastime, has turned into a compelling investment opportunity, transforming the CRE sector and driving significant shifts in property acquisition and development strategies throughout Florida — but…

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Born in the USA? Product Origin Claims Nothing to Mess With

The interconnectedness of the global economy has resulted in consumers being faced with a wide selection of substitute products from many different countries. A ”Made in the United States” claim could be, and often is, a difference maker in the eyes of the consumer. This could be attributed to a patriotic trust factor in the…

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How Renewable Energy Developers Can Maximize ITC Value in Deal-Making

On August 16, 2022, President Joe Biden signed into law the Inflation Reduction Act of 2022 (the “Act”). Among other things, the Act has notable consequences for the renewable energy industry, including restoring the production tax credit (“PTC”) and the investment tax credit (“ITC”), the former of which was established under the Energy Policy Act…

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What’s Worse: The Pain or the Hangover? Brand Endorsements in the Fallout of Yeezy

“And I heard ‘em say, nothin’ ever promised tomorrow today;” [1] That is, unless, that promise was memorialized into a properly drafted and negotiated brand licensing agreement. Brand licensing agreements are essential for companies that want to create a successful, long-term business strategy. Licensing allows companies to leverage a brand’s image, reputation, and power to…

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