Delaware Court Rules That a Buyer May Terminate a Merger Agreement Based on the Breach of a Capitalization Representation
In a decision rendered on May 29, 2023, the Delaware Court of Chancery, in the case HControl Holdings LLC et al. v. Antin Infrastructure Partners S.A.S. and OTI Parent LLC,¹ enforced a buyer’s right to terminate a merger agreement on the basis that certain representations made by the sellers in the merger agreement concerning the […]
Venture Debt and Its Impact on the Growth Equity Market in 2023
With 2023 off to a rocky start for entrepreneurs and startups due to rising interest rates, inflationary pressures and the collapse of highly recognized banks for venture-backed companies – such as Silicon Valley Bank (SVB), Signature Bank and other financial institutions with a greater appetite to do business with these types of riskier companies – […]
How Generative AI Is Changing the M&A Process
The release and popularity of programs like Chat GPT, Bard and Dall-E have brought to light the power of generative artificial intelligence (generative AI), which is a form of artificial intelligence capable of creating information in response to prompts. While standard AI systems can only synthesize existing information, generative AI can produce new text, images, […]
Digital Assets and Controllable Electronic Records Under UCC Article 12 – Overview, Adoption Status, Potential Issues and Questions for Transactions Going Forward
In July 2013, the market cap of Bitcoin, the largest and most widely recognized cryptocurrency, stabilized at just over $1 billion – growth in excess of 1,000% from the prior year. In July 2023, Bitcoin’s market cap oscillates around the $600 billion mark, dwarfing its market cap from a decade prior as it recovers from […]
Equity-Based Compensation: Delegation of Grantmaking Authority
As we explained in a prior blog post – The Basics of Granting Equity-Based Compensation Awards – state laws governing corporate governance provisions typically apply to certain aspects of executive compensation arrangements, including, for example, who has the authority to grant equity awards. In 2022, Delaware amended Sections 152 and 157 of the Delaware General […]
Earnout Provisions in M&A Deals During Down Markets
Businesses operating within the U.S. market have been facing a growing list of challenges. Rapidly rising interest rates, reduced access to equity investment and debt facilities, and continuing supply chain issues, as well as the lingering effects of the COVID-19 pandemic, have forced many businesses to rethink their operations and reevaluate their financial models. This […]
The Pregnant Workers Fairness Act – A Compliance Roadmap
This year marks the 30th anniversary of the federal Family and Medical Leave Act (FMLA), which includes a right to up to 12 weeks of unpaid leave for the birth, placement for adoption or bonding with a child for employees of larger employers. While many employers may already be adept at compliance with the FMLA […]
Through the Looking Glass: Navigating Software and AI in the Age of Alice
Artificial intelligence (AI) is a driving force behind advancements in software and computer-implemented innovation, and it raises important considerations with patents. In the world of AI, patents can cover more than just hardware components – they can also encompass new software functionality, computer processes and innovative solutions. Patents play a critical role in protecting the […]
Part 3 – Internally Managed Private Funds: A Structural Option To Avoid SEC Investment Adviser Regulation
Exploring the Pros and Cons of an IMF Business Model: In this final article of this three-part series, we explain the pros and cons of certain investment advisers utilizing an internally managed private fund (IMF) business model as a means for avoiding increasingly burdensome U.S. Securities and Exchange Commission (SEC) regulation of private fund advisers. […]
HIPAA Is Not the Only Game in Town: The FTC’s Health Breach Notification Rule
From step-counting fitness bands and sleep-grading watches to reproductive-tracking mobile applications, the Internet of Things has empowered consumers with an incredible variety of tools that allow them greater involvement as patients and insights into their own health and fitness. According to Market.us, the wearable medical device market grew to an estimated $30.1 billion in 2022 […]