For the first time ever, a Delaware court has found that a target company has experienced a “material adverse effect” sufficient to allow the purchaser to terminate the purchase agreement. On [...]
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Convertible, non-participating preferred stock has a senior liquidation preference pursuant to which the preferred shareholder receives back its invested money plus all accumulated, unpaid [...]
On September 20, a full panel of the Superior Court filed an Opinion in Gregury and Robey v. Greguras, et al., 2018 PA Super 261 (Pa.Super., filed Sept. 20, 2018) (en banc), clarifying when a [...]
Over the past few years, we have seen representation and warranty insurance (RWI) gain a larger foothold in middle and lower-middle market M&A transactions. With more insurers entering the [...]
This post was written by David Jaffe. For lower middle market growth companies, there’s never been a better time to consider a sale or private equity recapitalization transaction. In a [...]
A recent decision by the United States Court of Appeals for the Third Circuit in Long v. SEPTA should serve as a reminder that companies which use background checks to screen job applicants must [...]
Recent amendments to the Pennsylvania Contractor and Subcontractor Payment Act affect virtually all non-public construction contracts entered in the commonwealth on or after October 10, [...]
The Defend Trade Secrets Act of 2016 (the “DTSA”), which created, for the first time, a federal cause of action for trade secret misappropriation, is a little over two years old now. One of the [...]
Many US businesses have avoided addressing compliance with the General Data Protection Regulation (GDPR) which took effect May 25, 2018. This is typically based on erroneous conclusions such as: [...]
Like non-convertible, straight preferred stock, non-convertible, double-dip participating preferred stock has a fixed, accruing dividend and a senior liquidation preference pursuant to which the [...]
