Buyers

News & Analysis as of

Non-Reportable ≠ Non-Reviewable: Antitrust Insights for Smaller US Mergers

Acquisitions of U.S. companies that fall below the $80.8 million Hart-Scott-Rodino (HSR) reporting threshold may pose unique risks to buyers. Unlike HSR reportable transactions, non-reportable transactions typically do not...more

Court Finds Consultant Not Liable to Prospective Purchaser Regarding ESA Performed for Lender

A California appeals court ruled on February 8, 2017 (Mao v. PIERS Envtl. Servs., Inc., 2017 BL 37928, No. H041214, Cal. App. 6th) that an environmental consultant had no duty to a prospective purchaser of contaminated...more

Letters of Credit: Autonomy Principle is Re-confirmed

The Court of Appeal has confirmed the "autonomy principle" of letters of credit under English law, holding that PetroSaudi Oil Services (Venezuela) Ltd ("PetroSaudi") and its director and General Counsel, Mr Buckland, had...more

Delaware Law Updates - 2016 Year in Review

Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more

NY Court of Appeals Clarifies What May Constitute a Binding Agreement in the Sale of Syndicated Loans

A unanimous New York Court of Appeals recently held that the acceptance of an auction bid for the sale of a syndicated loan may constitute a final and binding trade, even if there is language indicating that the agreement is...more

Rollover Equity in the Sale of a Family-Owned Business

If you sell your family-owned business to a private equity buyer, the buyer will most likely pay a portion of the purchase price with equity in the buyer’s new company, rather than with cash. The equity that you receive in...more

Delaware Law Updates – The Court of Chancery Determines $2 Billion Dispute Is One for an Independent Auditor to Decide

In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC, C.A. No. 12585-VCL (Del. Ch. Dec. 5, 2016), the Court of Chancery granted a buyer’s motion for judgment on the pleadings, holding that the plain...more

Preserving or Eliminating Fraud Claims in M&A Transactions (Update)

In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more

Incremental Facilities – The LMA Approach

Incremental Facilities - Once the preserve of large cap deals and top tier sponsors, incremental facilities (which can otherwise be known as accordion or additional facilities) have become a permanent feature of the...more

Amendments to Philadelphia's Realty Transfer Tax Will Have a Significant Impact

Recent amendments to Philadelphia’s realty transfer tax will likely change the way commercial real estate is bought and sold. Rather than sell the real estate directly and record a traditional deed to evidence the...more

Impeding the Counterparty’s Ability to Satisfy a Condition Precedent Could Result in Liability

Justice Jeffrey K. Oing in the Commercial Division handed down a decision recently that discusses frustration of the occurrence of a condition precedent by parties to commercial contracts. Nesconset ZJ 1 v. Nesconset...more

Court Of Chancery Summarizes Law On Reliance Disclaimers

Large commercial contracts frequently try to limit a buyer’s remedies for any extra-contractual misrepresentations by the seller. Many Delaware decisions deal with disclaimers of extra-contractual representations and this...more

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

An Overview of Representations and Warranties Insurance

The prospect of unknown business risks between buyers and sellers is often a major hurdle in mergers and acquisitions deal negotiations. Neither side wants to assume responsibility for issues such as financial statement...more

Buy-Side Warranty and Indemnity Insurance – Increased Coverage Gaps

As warranty and indemnity insurance continues to offer bespoke policies in an ever competitive market, we consider the key considerations for buyers at the outset of a transaction and the common gaps in...more

Recent Developments for Indonesian REITs

On 17 October 2016, President Joko Widodo signed Government Regulation No. 40 of 2016New Tax Incentives for Indonesian REITs"). 1 ("GR 40"). GR 40 changes the tax rate imposed on the transfer of property (land and building)...more

How Should a Government Contractor Prepare the Company for Sale?

Whether you have decided to sell your company or have just begun considering the possibility, you will want to make the most out of your market potential. The preparation you undertake before the sale will help you maximize...more

Sandbagging in M&A Transactions: Default Rules in Delaware, New York and California

One of the most confusing legal issues facing foreign buyers of U.S. assets is governing law. Especially for Asia-based clients whose legal system is civil law based and uniform throughout the country, the U.S.’s state...more

Opportunities in challenging markets: Sale-and-Leaseback, Build-to-Suit and other new Real Estate deal structures in the UAE

Against a backdrop of lower oil prices and reduced government spending, real estate markets across the UAE have softened in recent times, resulting in tightened liquidity and contracted asset values. However, challenging...more

Three Big Reasons Government Contractors Should Complete Seller-Side Due Diligence

If approached properly, selling your business will rank among the most significant and rewarding moves of your career, representing the culmination of years of patience, hard work and vision. Whether you are planning a sale...more

Blog: Prep to Sell – Getting Ready for an M&A Exit

OK, so you have made the decision to explore a sale of your company. What can you do to make the deal go smoothly and put your best foot forward? Clean the House. Ask your outside counsel and accounting teams to help...more

So You Might Sell Your Business Someday. Do You Need a Broker?

After a lifetime of pouring time and energy into growing and expanding, Pawlenty Energy, JR and Sue Ellen Pawlenty are ready to sell their business and retire. Having never sold anything of this magnitude, JR and Sue Ellen...more

LSTA Imposes New Rules for Par Trades in the Secondary Bank Loan Market

Delayed compensation is currently a “no fault” adjustment to a purchase price that compensates a buyer for a delay in settlement beyond T+7 (seven days after the trade date). Under the LSTA’s new “requirements-based...more

LNG Disputes on the Rise

Although some in the LNG industry are generally aware of price review disputes (mostly in Europe) that occurred during the last decade, the growing overall trend globally in LNG disputes (especially via international...more

2016 Summer Review: M&A legal developments

We set out below a number of interesting English court decisions which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on their implications....more

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