In this installment in my series of posts on working capital, I will describe the mechanics of a working capital true-up and discuss why the parties should not consider the working capital adjustment as an adjustment to purchase price.

Almost every M&A transaction includes some form of working capital true-up, and yet many practitioners, including attorneys, accountants, and business development professionals, seem to struggle with this provision. In this series of posts, I will discuss my perspective on the objective the working capital true-up should attempt to accomplish, and…

Federal antitrust review of mergers and acquisitions in the United States is a strange system. Whether the Federal Trade Commission or the Department of Justice leads the review determines what rules apply, and ultimately can determine whether the transaction is approved without regard to the merits of the transaction. The Standard…

The alter ego doctrine applies – whether “veil piercing” or “reverse veil piercing” – when an entity’s owner dominates the entity to the point that the entity and its owner are indistinguishable. Where the owner uses an entity to commit a fraud or other harm, the court will lift the entity’s “veil of protection” and allow its owner to be sued personally. By contrast, reverse veil piercing allows the owner’s personal creditors to seize an entity's assets to satisfy an owner’s debts. Even the most plaintiff-friendly courts are hesitant to use these remedies. This post analyzes one situation where a California court found the remedy appropriate.

The United States government recently sent shock waves through the private equity industry by charging a private equity firm for its portfolio company’s alleged health care fraud. The case, United States ex rel. Medrano v. Diabetic Care RX LLC d/b/a Patient Care America, involves alleged illegal conduct involved with pharmacy…

Tucker Ellis is proud to announce that Chambers USA has ranked its General Corporate/M&A/Securities practice group among Ohio’s leading Corporate/M&A practices for 2018. In addition, Chambers recognized partners Christopher Hewitt and Robert Loesch as notable practitioners in the group. 

Chambers notes that we are known for being a compact team that represents clients…

Tucker Ellis congratulates Jayne Juvan, selected as one of Smart Business's 2018 Progressive Woman Honorees. The award recognizes female executives or managers who have risen through the ranks in their career and overcome significant challenges along the way. Jayne accepted the award at the Smart Women Awards Breakfast on April 26, hosted by Smart Business and presented by Cuyahoga Community College in Westlake, Ohio.  

Tucker Ellis LLP is proud to announce its unique mentoring and training program designed to quickly and effectively develop attorneys in the firm’s Business Department.

On May 3, Jayne Juvan will be a featured panelist in the Smart Business ASPIRE Cleveland 2018 Conference. The conference brings together the region's entrepreneurial, dealmaking, and investor communities for a full day of dynamic keynote speakers, engaging panel discussions, and power networking opportunities. Jayne's panel will focus on the current environment for M&A as it pertains to buyers. For more information on the conference, click here.

Many legal commentators have considered the meaning of “indemnify and hold harmless” and advised to drop the “hold harmless” part of this couplet. Some commentators have also suggested that “indemnify” applies only to third-party claims and not direct claims between parties. Their conclusions have largely mirrored each other—draft your indemnification provision more clearly to say exactly what you mean. This post will provide specific drafting techniques to accomplish that goal, at least in the M&A context.