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Representation and Warranty Insurance for M&A Deals: Cooling Market and Emerging Trends

Cooley M&A

While representation and warranty (R&W) insurance continues to be used across a broad range of M&A transactions, its use has cooled as dealmakers navigate challenging market conditions. As deal flow has dwindled, competition has increased among carriers, and minimum floors largely have fallen away.

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“In God we trust; all others bring data”: A Due Diligence Survival Guide for Sellers

Exit Strategy

“In God we trust; all others bring data” is a famous quote from W. Edwards Deming that emphasizes the importance of data analysis in business decision making.

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Last Week in PAYROLL

ThomsonReuters

The IRS also updated the 2021 instructions for Forms W-2 and W-3 and cautioned that employers may have a discrepancy when reconciling Forms W-2 and W-3 to Forms 941 and other employment tax forms if the employer utilized any of the COVID-19 tax relief in 2020. Something for certain Show Me State employers to keep in mind.

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Calling Republicans’ Bluff on the Debt Ceiling – and Creating Contingency Plans

Reynolds Holding

CBS News , May 11, 2023, [link] (quoting Biden). [16] quoting Trump). [17] Roll Call , May 12, 2023 (quoting Yellen). [20] quoting Van Hollen). This post comes to us from Eric W. Times , May 7, 2023, [link]. McConnell, “The Case for Violating the Debt Ceiling Is Dangerous Nonsense,” N.Y. 17] Robert A. Times , Jan.

Treasury 104
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The ALI’s Restatement of the Corporate Objective Is Flawed

Reynolds Holding

See Eric W. 2] For my take, see Eric W. For my view that it should not, see Eric W. Preston, “The Stakeholder Theory of the Corporation: Concepts, Evidence, and Implications,” 20 Academy Management Review 65 (1995); Eric W. 6] Brian Berkey & Eric W. This post comes to us from Eric W. 931 (1997). [4]

Start-ups 111
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We Need to Move Beyond Profit Maximization to Plural Business Purposes

Reynolds Holding

10] Eric W. 13] See Brian Berkey and Eric W. Bainbridge, “A Critique of The American Law Institute’s Draft Restatement of the Corporate Objective,” 2 University of Chicago Business Law Review 1 (2023), [link] (citing and quoting Eric W. See, e.g., Eric W. But see Leena Lankoski and N. 5, 2024), [link].

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Contrived LLC Deadlock Doesn’t Cut the Delaware Dissolution Mustard

Farrel Fritz

15, 2022] , Vice Chancellor Lori W. At page 17, she sets forth the generally applicable principles under § 802: “Given its extreme nature, judicial dissolution is a limited remedy that this court grants sparingly” [quoting Arrow Investors ]. Earlier this month, in In re Dissolution of Doehler Dry Ingredient Solutions, LLC , Mem.