Legal Insights

Page 4 of 17. Practical M&A and securities guidance from deal counsel.

Contingent Value Rights (CVR) in Pharmaceutical M&A

A detailed legal analysis of contingent value rights in pharma M&A: regulatory and sales milestone triggers, commercially reasonable efforts obligations, tax treatment, SEC registration, CVR trustee duties, and litigation risk under Delaware law.

Apr 18, 2026

Credit Bidding Rights Under Section 363(k)

A detailed legal analysis of Section 363(k) credit bidding rights: the statutory right to bid up to face value, cause-based limitations, Philadelphia Newspapers and Fisker cap doctrine, RadLAX Supreme Court ruling, loan-to-own strategies, syndicated loan coordination, intercreditor conflicts, second lien rights, deficiency claims, tax consequences, sub rosa plan concerns, and good faith requirements under Section 363(m).

Apr 18, 2026

Cybersecurity Reps and Warranties in M&A

A detailed legal analysis of cyber and data privacy representations and warranties in M&A: standard cyber reps, data privacy reps, materiality and knowledge qualifiers, survival periods, indemnity caps and baskets, escrow sizing for cyber exposure, R&W insurance scope and exclusions, disclosure schedule discipline, and coordination of cyber insurance with the indemnity stack.

Apr 18, 2026

Data Privacy Diligence in M&A: GDPR and CCPA Risks

A detailed legal analysis of data privacy diligence in M&A transactions: scoping controller and processor relationships, data mapping, GDPR lawful basis, EU-to-US transfers under SCCs and the Data Privacy Framework, Schrems II DTIAs, CCPA/CPRA and state privacy patchwork, HIPAA, GLBA, COPPA, BIPA, DPA vendor flow-downs, ad-tech diligence, post-close privacy notice integration, breach notification timelines, and remediation planning.

Apr 18, 2026

Distressed M&A and Section 363 Bankruptcy Sales: Legal Guide

A comprehensive legal guide to distressed M&A and Section 363 bankruptcy sales covering the automatic stay, stalking horse bidder mechanics, break-up fees, credit bidding, free and clear sale orders, successor liability, executory contract assumption, Section 1113 CBA treatment, environmental liabilities, 363(m) finality, and committee participation.

Apr 18, 2026

Equity Rollover and Section 83 Election Planning in M&A

A detailed legal analysis of equity rollover, Section 83(b) and 83(i) election planning in M&A transactions: continuity of interest, PE rollover mechanics, profits interest vs capital interest, 83(b) for nonvested stock, 83(i) for private company employees, ISO/NQSO treatment, QSBS preservation, parachute payment coordination, and liquidity rights for rolled holders.

Apr 18, 2026

FDA Approval Transfer in Pharmaceutical M&A

A detailed legal analysis of FDA-approved product transfer in pharmaceutical M&A: NDA holder change notification, BLA holder substitution, ANDA transfer, REMS continuation, Orange Book updating, DMF reference rights, and pharmacovigilance handoff.

Apr 18, 2026

FERC Approval of Natural Gas Pipeline and Storage M&A

A detailed legal analysis of FERC jurisdiction and approval for natural gas pipeline and storage transactions: Section 7(b) abandonment, Section 7(c) certificate transfers, affiliate standards of conduct, rate treatment, and merger policy statements.

Apr 18, 2026

Form A Filings for Insurance Company Acquisitions

A detailed legal analysis of Form A change-of-control filings under the NAIC model holding company act: required content and attachments, biographical affidavits, source of funds disclosure, five-year projections, plan of operation, public vs confidential treatment, 60-day pendency, hearing rights, disapproval standards, domestic regulator coordination, multi-state lead state strategy, HSR and CFIUS interplay, and post-closing Form B and ongoing reporting obligations.

Apr 18, 2026

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