I typically advise my clients to have a binding no-shop in the Letter of Intent. This will ensure that the seller cannot try to find a better deal somewhere else, once the LOI is signed. Sellers may insist on including a go-shop clause, which provides a certain period of time (usually around 50 days) to […]
Tax and Legal
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Edelman Financial Group agreed to sell their business for $258 million which is reported to be a 43% premium over their stock price. The interesting thing is the agreement includes a 40 day “go-shop clause” where the company can seek higher bids. I have been talking about these provisions for several years and expect you’ll […]
Two separate clients asked me for a Letter of Intent (LOI) sample within 48 hours. Other typical questions include: “What should an LOI contain (or not include)?” and “Why use an Memorandum of Understanding or a Term Sheet versus an LOI?” Capstone looks at an LOI (and all of its derivatives) as a “marketing” document. […]
M&A: From LOI to Close CPE Credit Awarded Thursday, March 11, 2010; 1:00 PM ET David Braun is hosting a webinar with Capstone Senior Vice President Wes Teague. Building on the success of our last webinar on Contemporary Legal Issues in M&A, Capstone is presenting a new program that will lead you through one of […]
More and more I am seeing creative deal structuring in today’s M&A market. This comes as little surprise. The credit markets remain quiet; companies are not growing their way out of financial stress and smaller firms often finding themselves squeezed by larger companies who offer more products and better terms. So what is a small […]
I am hosting a webinar tomorrow (December 17) with CPE credit being awarded! We’ve heard from our audience that they want an opportunity to earn CPE credits by the end of the year, so we’ve developed a webinar on an in-demand topic: current legal topics in M&A. Even if you are not a member of the […]