Mergers and Acquisitions

By Trenton Roberts and Rachel Jones. The MAE clause, the closing conditions, and the ordinary course covenant decide who carries the risk between signing and closing. How to negotiate each, and what Akorn and AB Stable teach.

Representations and warranties (reps and warranties) are statements of fact in a purchase agreement about the business being sold. They allocate risk, support diligence, and often feed indemnification remedies if a statement was inaccurate.

A typical middle-market sale to a private equity buyer moves from early discussions and NDA, to a letter of intent (LOI) or term sheet, through diligence and definitive agreements, and then to closing. Timelines vary, but the sequence of workstreams is often similar.

Texas non-competes are governed by Sections 15.50 through 15.52 of the Business and Commerce Code. How the ancillary requirement, reformation, sale-of-business covenants, the 2025 health care changes, and the FTC rule fit together.

In M&A processes, NDAs set the ground rules for sharing confidential information. Terms that often draw negotiation attention include employee non-solicit, standstill restrictions, residual knowledge (residuals) clauses, and the confidentiality term length.

By Trenton Roberts and Isabella Matuk. A merger clause will not stop a fraud claim in Texas. How Italian Cowboy, Lufkin, and Forest Oil shape anti-reliance drafting, and how the fraud carve-out and R&W policy fit with it.

Private equity and private credit teams often need many non-disclosure agreements reviewed or drafted on short timelines. High-volume NDA programs emphasize process design, playbooks, turnaround discipline, and consistent drafting, not one-off negotiation from a blank page each ti

A lease assignment or change-of-control clause in a commercial lease can stall a sale as effectively as a missing contract or a broken representation. The problem is often not the rent. It is a clause that treats a stock sale, a merger, or a change in the tenant's ownership as

NDA negotiations stall on residuals, non-solicit carve-outs, standstills, term, and trade secrets. Here is how to negotiate those points.

Headline price is not the whole deal. Working capital true-ups, earnouts, sandbagging, and RWI exclusions often move more money after signing.

In a deal between competitors, the NDA is not enough. The parties still have to compete until they are allowed to close, and they still have to avoid sharing more competitively sensitive information than the diligence and integration-planning work actually requires. Two legal

Rollover equity is the portion of a seller's stake that stays in the business after a sale, usually as equity in the buyer's holding company. Sellers often want tax deferral on that slice. Buyers often want the sellers' incentives aligned after closing. Those two goals only meet

When a buyer wants to acquire an S corporation and treat the purchase as an asset deal for federal tax purposes, a pre-closing F reorganization is often the structure on the table. The target can stay in place for contracts and payroll accounts, sellers can roll equity with more