How the amended Delaware Section 144 safe harbor operates — and where its protections fail when a related-party transaction is litigated.
How shareholders use Section 220 to investigate M&A transactions before filing derivative or class action claims.
How management carve-out pools are structured, how they affect the acquisition price, and how to design them to survive scrutiny.
Technology-specific representations and warranties in acquisition agreements, including IP ownership, open source, and data privacy reps.
Indemnification caps, baskets, escrow holdbacks, survival periods, and rep and warranty insurance in technology acquisitions.
What qualifies as a MAC, how Delaware courts have interpreted MAC clauses in contested transactions, and drafting best practices.
How to structure earnouts that reflect economic intent, common drafting failures that generate disputes, and how earnout litigation proceeds.
How working capital targets are set, how post-closing adjustments are calculated, and the dispute resolution process when parties disagree.
Tax, liability transfer, and third-party consent implications of choosing between an asset purchase, stock purchase, and forward or reverse merger.
Analytical framework for technology M&A diligence — IP ownership, open source risk, contracts, employment, regulatory, and data privacy review.
How Indian startups restructure to US Delaware holding companies, the regulatory requirements, and common complications.
FIRPTA withholding, treaty analysis, Section 338 elections, and other cross-border tax considerations in US acquisitions of foreign targets.
IP ownership allocation, commercialization rights, exclusivity provisions, and exit mechanics in technology joint development agreements.
Analytical comparison of ABC and Chapter 7 as distressed exit paths — process, timeline, creditor rights, and buyer considerations.
How Irish IP holding structures work in technology M&A, the Knowledge Development Box regime, and US tax interaction.
How post-closing purchase price adjustments expose sellers to ongoing financial liability after a deal closes, and mitigation strategies.