Erik A. Lopez

SEPTEMBER 23, 2015

Things rarely go according to plan. Earnings are missed. Commercial relationships end. Regulatory approvals don’t materialize. Lawsuits get filed. And disasters happen. Such are the vicissitudes of business. But what happens when they transpire during the gap period between signing and closing an M&A transaction? Most sellers would argue that little if anything should happen—the deal should still close at the previously agreed-upon purchase price.

Net Debt 52

Net Debt EBIT Marketability Specific Risk 52

Erik A. Lopez

SEPTEMBER 8, 2015

The primary transaction agreement in every M&A deal contains representations and warranties, colloquially referred to as “reps and warranties” or simply “reps,” from each party to the other. These are statements of past, present and sometimes future fact relating to the status, business, assets, liabilities, properties, condition, operating results, operations and prospects of the party making the statements, one or more companies under the party’s control or a

Compliance 52

Compliance Finance Technology Marketability 52

Erik A. Lopez

SEPTEMBER 3, 2015

On August 19, 2015 , the Delaware Court of Chancery issued an opinion in Kerbawy v. McDonnell that addressed how holders of a majority of a company’s shares should take control of a board of directors by executing written consents. The case involved interpretation of Section 228 of the Delaware General Corporation Law , which provides that, unless otherwise set forth in a corporation’s certificate of incorporation, shareholders may act by written consent upon any action that may

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