Imagine you’ve signed a meticulously prepared contract after extensive due diligence and negotiations. Yet, shortly after, you find that the other party’s actions—while not explicitly breaching the contract—are obstructing your ability to benefit from the agreement. What can you do?

This is where the implied duty of good faith and fair dealing comes into play. This duty, recognized in most jurisdictions (albeit with varying scope), requires parties to act reasonably and fairly in performing and enforcing contractual obligations.

Mergers and acquisitions (“M&A”) present significant opportunities for business growth, but they also come with inherent risks. Effective due diligence is critical in navigating these risks and securing successful deal outcomes. This guide explores the intricacies of M&A due diligence, highlights key challenges, and offers practical insights to maximize benefits.

Businesses undergo reorganization to improve efficiency or boost profitability. This process involves significant changes to a company’s structure, operations or strategy, making it essential for addressing challenges or pursuing growth opportunities. Whether prompted by new leadership, financial difficulties or strategic goals, reorganizations require meticulous planning and expert guidance to ensure success.

A carve-out transaction involves the divestiture of a business unit or division, which can be structured either as the sale of entity interests or as an asset sale. These transactions are typically complex and require extensive planning to separate the divested assets or entities from the parent business. Below are key considerations for executing a successful carve-out:

The documents required to buy or sell a business depend on the structure, complexity, and specific terms of the deal. While each transaction varies, most deals involve a principal transaction agreement that governs the core deal

When selling your company, you owe special fiduciary duties to minority investors or other shareholders. Directors, officers and other individuals who control a company (“control persons”) have certain baseline fiduciary responsibilities toward shareholders. For the purpose of ease we’ll discuss this under Delaware law (check with a local attorney if dealing with an entity formed in a different state) —widely regarded as the benchmark for corporate governance in the U.S.—these responsibilities are applied differently in the context of mergers and acquisitions (“M&A”).

Piercing the corporate veil occurs when courts set aside the liability protections of a corporation or limited liability company (“LLC), holding its shareholders, directors or members personally liable for the company’s actions or debts. This undermines one of the primary purposes of creating a corporate structure: shielding individuals and parent companies from financial and legal risks.

Corporate acquisitions have the power to transform a company, enabling diversification, accelerating growth and even reducing competition (all within the boundaries of stifling competition or harming consumers of course!). However, the path to a successful acquisition requires meticulous planning and thorough due diligence to uncover potential risks and ensure the deal aligns with strategic goals. Here’s a quick guide to understanding M&A (mergers and acquisitions) due diligence and how to execute it effectively.

Acquiring a distressed company can offer substantial opportunities, from acquiring valuable assets at a lower cost to entering new markets whether geographical or product based. However, these deals also come with unique challenges and risks that demand careful planning and strategic decision-making. Whether the acquisition occurs outside of bankruptcy or through a court-supervised process, here’s what potential buyers need to know.