Blog

When acquiring a company, the buyer typically wants to ensure that the seller—along with any departing key personnel—does not immediately start up a rival operation or poach valuable clients and employees. Restrictive covenants, such as non-compete and non-solicitation clauses, serve to protect the company’s goodwill, intellectual property, and customer relationships. Below, we examine how these clauses are structured, their enforceability, and the potential remedies for breach.

One of the earliest decisions in any M&A transaction involves choosing between a share purchase (acquiring the entire company) or an asset purchase (selectively acquiring business assets and liabilities). This choice can significantly influence risk allocation, tax treatment, and the level of consent required from third parties. Below, we explore the core distinctions, the pros and cons of each approach, and considerations that drive buyers and sellers toward one path or the other.

Exclusivity clauses serve as a cornerstone for serious dealmaking by preventing parallel negotiations and fostering focused dialogue. Yet, they also limit the seller’s ability to solicit competing bids, which can be risky in a dynamic market. Properly drafted exclusivity agreements carefully address duration, remedies, and justifiable carve-outs.

When a business is being sold—whether through a share purchase, asset transaction, or a more complex merger—confidentiality is often a paramount concern. Potential buyers will require detailed access to financial accounts, customer data, and sometimes proprietary technology before making an informed offer. If this information leaks, the target company can suffer serious reputational harm or lose competitive advantage. Below, we examine the role of confidentiality agreements (NDAs) in M&A proceedings, the risks of breaches, and how sellers and buyers can maintain airtight secrecy throughout the transaction process.

Mergers and Acquisitions (M&A) often begin with a brief but crucial document known as the “Heads of Terms” (sometimes called Letters of Intent, Memorandum of Understanding, or Heads of Agreement). This early-stage agreement sets out the core commercial principals—like the proposed price and timelines—yet is typically non-binding on most issues. Nonetheless, it can make or break the momentum of a transaction. Below is a closer look at the purpose, pitfalls, and practical drafting tips to ensure these heads of terms lead smoothly to a definitive Share Purchase Agreement (SPA).

From cosmetic “skins” and loot boxes to fully tradable tokens, digital assets have revolutionized game monetization. Yet, as players increasingly buy and sell these assets—often on grey or secondary markets—developers confront a regulatory environment where Anti-Money Laundering (AML) rules may apply more broadly than expected.