In Raven Capital Mgt. LLC v. Georgia Film Fund 72, LLC, 2021 NY Slip Op. 30393(U) [Case Index # 652463/2020], the court upheld the liquidated damages clause (termination fee) in the parties' contract (which was a Term Sheet that required only that the business intermediary and the potential buyer...

In Sonenshine Partners, LLC v. Duravant LLC, 2021 NY Slip Op. 01135, the court held that an exchange of e-mails--when combined with a contract on a related topic, could serve as the basis of an unjust enrichment claim. An unjust enrichment claim is available to a party to receive...

INTRODUCTION

The virus that causes COVID-19 has ushered in unprecedented times for our country and our global community. Certainly, the pandemic is impacting the way M&A transactions are looked at, papered, implemented, and even priced. This article identifies some of the higher-level, pandemic-related considerations evolving in the private...

IN BRIEF Amidst the COVID-19 pandemic, parties to M&A transactions are likely to use earnouts more frequently.What are the complex components of a well-structured earnout, and what are some best practices for designing earnouts to minimize disputes?

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IN BRIEF The COVID-19 pandemic has caused a shift from a seller’s market to a buyer’s market in the space of a few months and has changed the M&A deal process.How should deals can be structured to allocate the risks between buyers and sellers in a post-COVID-19 world?