Christopher J. Hewitt

Tucker Ellis

Articles

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Are You Properly Addressing Working Capital In Your Purchase Agreement?

USA - September 4 2018 Almost every M&A transaction includes some form of working capital true-up, and yet many practitioners, including attorneys, accountants, and business…

How should cash and rollover equity be treated in the working capital true-up?

USA - July 16 2018 In part one of this series, I suggested that the parties to a deal should not just settle for the trailing twelve month (TTM) average in calculating…

What aspects of working capital should parties to a transaction be able to dispute?

USA - July 9 2018 To limit disputes, the parties must first accurately define working capital In my prior posts in this series, I argued that the parties to a deal…

Are you using the phrase "hold harmless" incorrectly? Does "indemnify" only apply to third-party claims?

USA - April 2 2018 Many legal commentators have considered the meaning of “indemnify and hold harmless” and advised to drop the “hold harmless” part of this couplet…

Do you mean don't solicit, don't hire, or both?

USA - March 16 2018 In M&A transactions, provisions prohibiting one party from soliciting or hiring another party’s employees are ubiquitous. For ease of discussion…