How the Delaware Section 144 safe harbor protects — and fails to protect — related-party transactions when they are tested in litigation.
How Section 220 demands are used by shareholders to investigate potential claims before filing M&A litigation.
How management carve-out pools work, how they affect the acquisition price, and how to structure them fairly.
Technology-specific representations and warranties in M&A agreements, including IP ownership, open source, and data privacy reps.
How indemnification caps, baskets, escrow holdbacks, and survival periods are negotiated in technology acquisitions.
What qualifies as a MAC, how courts have interpreted MAC clauses in contested transactions, and how to draft them.
How to structure earnouts that actually pay out, common drafting failures, and how earnout disputes get litigated.
How working capital targets are set, how post-closing adjustments are calculated, and where disputes arise.
Tax, liability, and consent implications of choosing between an asset purchase, stock purchase, and merger structure.
The key diligence categories in a technology acquisition, including IP, contracts, employment, and regulatory review.
How Indian startups restructure to US Delaware holding companies in preparation for US venture funding or an M&A exit.
FIRPTA, treaty withholding, Section 338 elections, and other cross-border tax considerations in US acquisitions.
How JDAs allocate IP ownership, commercialization rights, and exit mechanics between technology collaboration partners.
When an ABC is preferable to Chapter 7 bankruptcy for a distressed startup and how the process unfolds.
How Irish IP holding structures are used in technology M&A to reduce effective tax rates on IP-heavy acquisitions.
How post-closing purchase price adjustments create ongoing financial exposure for sellers after a deal closes.