Due Diligence
15 articles in this category
Technology M&A Due Diligence: Software Licenses, IP Chains, and Data Privacy
A practical guide to technology M&A due diligence for deal attorneys. Covers software license review, SaaS agreement analysis, IP assignment chain verification, open source compliance, and data privacy assessment.
Anti-Assignment Clauses in M&A: What Every Deal Attorney Should Know
Anti-assignment clauses can derail acquisitions when they go undetected in a data room. This guide covers the types of anti-assignment provisions, how they interact with change of control transactions, and what deal teams should flag during diligence.
Most Favored Nation Clauses in M&A: Pricing, Compliance, and Deal Impact
Most favored nation clauses obligate the target to offer its best pricing or terms to specific counterparties. This guide covers how MFN provisions work, why they matter in acquisitions, and how they create ongoing compliance obligations post-closing.
Termination for Convenience vs. Cause: What M&A Attorneys Must Know
Termination provisions determine the stability of every contract in a target's portfolio. This guide explains the difference between termination for convenience and termination for cause, how notice and cure rights work, and why these clauses are critical for M&A diligence.
Exclusivity Clauses in Commercial Contracts: What M&A Deal Teams Need to Know
Exclusivity clauses in a target's commercial contracts can fundamentally reshape post-acquisition strategy. This guide covers the types of exclusivity provisions, how they affect deal value, and why they require early identification during diligence.
Financial Services M&A: Regulatory Approvals and Compliance Due Diligence
A practical guide to financial services M&A due diligence for deal attorneys. Covers FDIC and OCC approval processes, state banking regulator requirements, broker-dealer compliance, and the regulatory complexities that extend deal timelines.
LOI to Closing: The Deal Attorney's Diligence Timeline
A practical timeline for M&A due diligence from letter of intent through closing. Covers critical path items, milestone sequencing, and how to avoid the bottlenecks that delay deals.
IP Assignment Clauses PE Buyers Miss: Chain of Title Risks in M&A
Gaps in IP assignment clauses are among the most overlooked risks in private equity acquisitions. This guide covers chain of title issues, employee invention assignments, contractor work-for-hire provisions, and open source risks that PE deal teams should flag during diligence.
Manufacturing M&A Due Diligence: Environmental Liabilities and Supply Chain Risks
A practical guide to manufacturing M&A due diligence for deal attorneys. Covers environmental liability assessment, supply chain contract review, equipment leases, union agreements, and the operational risks unique to manufacturing targets.
Indemnification Caps and Baskets: How They Shape M&A Deal Economics
Indemnification caps and baskets are among the most negotiated provisions in M&A purchase agreements. This guide explains how deductible and tipping baskets work, current market standards, and how these mechanisms allocate post-closing risk between buyer and seller.
Post-Closing Integration: How to Hand Off Diligence Findings Without Losing Institutional Knowledge
A practical guide to transitioning from M&A due diligence to post-closing integration. Covers TSA setup, consent tracking, compliance calendars, and how to prevent the institutional knowledge loss that derails integrations.
Governing Law and Forum Selection Clauses in M&A: Why Jurisdiction Matters
Governing law and forum selection clauses determine where disputes are resolved and which law applies. This guide covers why these provisions matter in M&A, how multi-jurisdiction complications arise, and what deal teams should extract during diligence.
Healthcare M&A Due Diligence: Navigating HIPAA, Stark Law, and Regulatory Complexity
A comprehensive guide to healthcare M&A due diligence for deal attorneys. Covers HIPAA compliance, Stark Law and Anti-Kickback Statute analysis, state licensing, payer contracts, and certificate of need requirements.
Non-Compete Clauses in M&A: Enforceability, Extraction, and Deal Impact
Non-compete clauses are among the most scrutinized provisions in M&A transactions. This guide covers the evolving enforceability landscape, how geographic and temporal scope affect deal value, and why systematic extraction across a data room matters.
Signing to Closing: Interim Covenants and Compliance Monitoring in M&A
A practical guide to managing the period between signing and closing in M&A transactions. Covers interim operating covenants, compliance monitoring, material adverse change triggers, and how to avoid deal-threatening breaches.