Sellers

News & Analysis as of

OEM Disclaimers Withstand Challenge in Helicopter Crash: Damage to helicopter from defective part constitutes excluded...

On July 2, 2015, the U.S. District Court for the Eastern District of New York issued a decision in City of New York v. Bell Helicopter Textron, Inc., 13 CV 6848 that left the plaintiff without any remedy against the...more

When is a "contract for the sale of goods" not a contract of sale of goods?

A recent decision in the English Commercial Court has potentially significant ramifications for the shipping and trading industry. This decision will be of interest to...more

The Defaulting Seller and a Notice of Lis Pendens

After months of searching, you have finally found the house of your dreams, and much to your delight the Seller has accepted your offer of $500,000. You deposit your $15,000 “earnest money” with the escrow company, and an...more

Securities and Corporate Governance Litigation Quarterly

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Health Care Rep and Warranty Insurance: New Solutions for Private Equity Buyers and Sellers

Whether in an auction or proprietary transaction, risk allocation has typically been a function of indemnities tied to reps and warranties and the type of credit supporting the type of supporting credit. Holdbacks, earnouts,...more

The UCC Shelter Rule: What Is It and How and When Should It Be Invoked?

What if a note is missing an endorsement or there are other problems with the negotiation of the note (e.g., the allonge is not properly affixed), such that the person to whom the note was delivered and who is in possession...more

Massachusetts Supreme Judicial Court Takes Expansive View of Investment Advisor’s Liability Under Blue Sky Law in Hays v. Ellrich

Last week, the Massachusetts Supreme Judicial Court (SJC) handed down Hays v. Ellrich, a decision with important implications for the investor advising community. The case is significant for two reasons. First, even though...more

Addressing Tax Liabilities In A Business Sale An Important Task

When a business owner is working on selling his or her business, there is a lot of planning that goes into the process. One important aspect of selling a business is to work out a tax strategy. In any business sale, potential...more

UTC Fire & Security Obtains Summary Judgment In Putative TCPA Class Action

The Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”), prohibits initiating a telephone call using a prerecorded voice to wireless or residential telephone numbers unless the called party consents to receiving the...more

Global Trends in Insurance M&A in 2014 and Beyond

Looking back on 2014: The return of the billion dollar transactions - In recent years, insurance companies have largely focused on improving their performance by cutting costs amidst a slow post-global financial crisis...more

Seller Financing After Dodd-Frank

The provisions of Dodd-Frank have been in place just under a year and a half, having come into effect on January 10, 2014, and the provisions of the law that concern seller financing of real estate made significant changes as...more

How Latin American LNG Markets and U.S. Exports are Reshaping the LNG Market

Traditionally, long-term take-or-pay "ToP" LNG sale and purchase agreements ("LNG SPAs") provide the foundation for the development of an LNG export project. These are contracts with terms of 20 years or longer. A buyer under...more

Lazard Tech. Partners, LLC v. Qinetiq North America Operations LLC, No. 464,2014 (Del. Apr. 23, 2015) (Strine, C.J.)

In this appeal of a post-trial bench decision by the Court of Chancery, the Delaware Supreme Court affirmed the Court of Chancery’s finding that a buyer did not breach an earn-out provision in a merger agreement. The...more

Australia Tax Alert: Exposure Draft On Tax Treatment Of Earnouts

The Government Has Released The Long Awaited Exposure Draft With Changes To The Tax Treatment Of Earnout Arrangements. It Is Common For The Buyers And Sellers Of A Business To Include Provisions Which Either Increase Or...more

Arizona’s New Construction Defect Law is Effective the Summer of 2015

On March 23, 2015, Arizona Governor, Doug Ducey, signed into law House Bill 2578. This new legislation relates specifically to Arizona’s construction defect claims and revises the Purchaser Dwelling Actions statute - ARS §...more

Amendments to Arizona’s Purchaser Dwelling Act Impact Residential Construction Claims

House Bill 2578, which amends the Purchaser Dwelling Act (“Act”) was signed into law by Governor Ducey on Monday, March 23, 2015. The Purchaser Dwelling Act sets forth a procedure for bringing claims for construction defects...more

Scottish Property Transactions Tax - March 2015

Scottish Parliament approves LBTT rates and bands - The rates and bands for the new Scottish property transactions tax known as the Land and Buildings Transaction Tax ("LBTT") have been formally approved by the Scottish...more

Vendor Due Diligence Reports: Reducing Transaction Costs Through Seller-Controlled Diligence

Due diligence for a prospective merger or acquisition typically involves the buyer’s review of documents provided by the seller and interviews with the target company’s management. ...more

Newly Amended Dual Agency Disclosure Law: Much Ado About Nothing

As of January 1, 2015, the duty of a real estate agent to disclose in writing his or her representation of a buyer, seller, tenant and/or landlord, including any dual agency relationship, in residential real property...more

Disclosing a Murder Under PA Disclosure Law Not Required Says the PA Supreme Court

In the last couple editions of our Real Estate Law Update (March 2013 and June 2012), we had been reporting on the case of Milliken v. Jacono, which contemplated whether a murder/suicide at a home was a “material defect”...more

Selling or Buying a Home? You Should Understand Pennsylvania’s Real Estate Seller’s Disclosure Law

When buyers encounter problems with a recently purchased house, understanding the rights and obligations imposed by Pennsylvania’s Real Estate Sellers Disclosure Law (“Disclosure Law”) can be critical. The Disclosure Law...more

Asset Purchase: Initial Considerations

A recent post discussed a few generalities on stock purchases and asset purchases. In a basic sense, the characteristics of a stock purchase and of an asset purchase will guide the parties in the earliest stages of...more

Analysis of Recent Trends in Warranty Insurance in Private Equity M&A Transactions

Although Warranty Insurance in M&A transactions was a novelty product five to ten years ago, Warranty Insurance has now become an industry standard in Europe, largely thanks to its wide use by private equity firms who have...more

Overview of Recent Trends in Warranty Insurance in M&A Transactions

In the current economic climate, the appetite of purchasing parties to take on risk in an M&A transaction has greatly decreased. At the same time, sellers remain under intense pressure to contain outstanding liabilities, and...more

Seller Liability for Disclosures (or Non-Disclosures), Part 2

In our blog post dated April 29, 2013, Matthew Fischer discussed the case Lerner v. DMB Realty, LLC (Arizona Court of Appeals, November 27, 2012). In that case, the Arizona Court of Appeals addressed, among other things, the...more

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