Buyers

News & Analysis as of

Mum’s the Word: New York’s Highest Court Maintains Anonymity in Auction Sales

In late 2012, we reported on a New York Appellate Division order that sent shockwaves and fear of instability through the auction house world. Late last month, the New York Court Appeals issued its opinion in the case of...more

The Benefit/Burden Principle - How a Buyer of Land Could Be Required to Perform Positive Covenants Without Having Expressly Agreed...

The recent case of Goodman and others v Elwood (2013) in the Court of Appeal shows that, where a buyer acquires the benefit of a right over neighbouring land, the buyer must also take on the obligations which relate to that...more

CASE NOTE UPDATE: Firodi Shipping Limited v Griffon Shipping LLC [2013] EWCA Civ 1567

On 10 December, The Court of Appeal upheld the judgment of Mr Justice Teare in Griffon Shipping LLC v Firodi Shipping Limited [2013] 1 Lloyd’s Rep 50, a matter involving a seller’s remedy in the event of non-payment of the...more

Chancery Court Takes Firm Stance On Seller’s Pre-Closing Privileged Communication

A recent Delaware Chancery Court opinion highlights the risk to sellers and their advisors that pre-closing communications could become evidence in a post-closing lawsuit related to the transaction. The opinion, Great Hill...more

Delaware Court Confirms High Bar To Escape Deal

Two recent Delaware Chancery Court opinions, issued on October 25 and November 9, 2013, illustrate the high bar that buyers and sellers must clear to escape an unfavorable deal or obtain a court order requiring a deal to...more

Asset vs. Stock Sales 101: The Very Basics

The purchase and sale of a business can be a daunting task; it often involves many unfamiliar issues, even to an experienced business owner or a potential buyer. One issue that is important to address early on is what, in...more

Contaminated Residential Properties

You may assume that contamination is not an issue when you buy a residential property. However, in some circumstances, the property you are buying may be contaminated, leading to a costly clean-up or a decline in your...more

Sign those Real Estate Agreements!

The Statute of Frauds is a BIG deal in real estate transactions and litigation. (This is our second post about it already…)....more

Middle-Market Will Benefit Florida, The Nation’s Most Innovative State

Middle-market M&A had a great fourth quarter in 2012. Dealmakers were busy closing deals ahead of the then-anticipated increase in taxes. While the first quarter of 2013 has been relatively less active as compared to the end...more

Delaware Court Provides Critical Guidance as to the Commercial Reasonableness of a UCC Article 9 Foreclosure Sale

Secured lenders often resort to non-judicial foreclosure sales of personal property upon a borrower’s default. Article 9, Part 6 of the Uniform Commercial Code requires that every aspect of such a sale must be commercially...more

AB 32 Update: Summary of the Basics of Transacting in Offsets Under AB 32

This Client Alert serves as an executive summary for a supplementary white paper, The Basics of Transacting in Offsets under AB 32, and will assist clients in addressing offset transaction risks. The white paper offers an...more

Buyers Beware When Purchasing a Home

When purchasing a home, the purchaser should be aware that the doctrine of “Caveat Emptor” or “let the buyer beware” generally applies to the sale of a property. The purchaser has an obligation to inspect the property and to...more

Buyer Beware of Successor Liability For FLSA Claims

Businesses often acquire other businesses through an asset purchase, rather than a stock purchase, so that the buyer does not inherit the liabilities of the seller. Not all business owners realize that federal labor law...more

Real Estate Law Alert - Court Dismisses "Buyer's Remorse" Claim and Awards Developer $577,000 in Attorneys' Fees

Back in Autumn, 2010, we wrote that purchasers of condominium units in the New York metropolitan area were invoking the Interstate Land Sales Full Disclosure Act, 15 U.S.C. §§1701-20 (ILSA), to cancel their agreements to...more

Emptores Caveant! Buyer Liability In Securities Offerings

Much of the focus of securities litigation is on the liability of sellers, but what about buyers? Can buyers prevaricate with impunity?...more

Holder Rule Allows Motor Home Buyer To Assert All Claims Against Assignee Of Loan That He Otherwise Had Against Motor Home Dealer

A motor home buyer who entered into an installment sale contract with a motor home dealer alleged the motor home was defective from the time of purchase and brought a lawsuit against the dealer and the lender to which the...more

Legal Fallout From CRE Bust Continues

While recovery is well underway, some commercial real estate industry players are still feeling the recession’s after-shocks through litigation in the courtroom. A recent representative high-profile case is Lennar...more

Case note: Griffon Shipping LLC V Firodi Shipping Ltd. [2013] EWHC 593

An important decision for the ship sale and purchase market has confirmed that buyers entering into a standard form Memorandum of Agreement (MOA) (on Norwegian Sale Form (NSF) 1993 terms and similar, e.g., the 2012 terms) do...more

“Cheeky” Maryland Rule, Requiring Mutuality In Arbitration Agreements, Not Preempted Under Concepcion

In most cases, if this blog mentions Concepcion, it means that a court has found a state statute or line of decisions is preempted by the FAA. A Maryland rule, however, recently ran the Concepcion gauntlet and survived. See...more

Converting Reputation Into Serious Money

In my previous blog post, I argued that reputation, if converted into brands/trademarks, can be the most valuable asset for a company. While all companies claim to have “brand”, typically the company’s name but it is mostly...more

Antimonopoly Law Considerations and Risk Management in connection with M&A Transactions

In This Presentation: - General Indemnity: (1) Background and structure (2) Main provisions (3) Conduct of claims - Antitrust Indemnity: (1) Background (2) Main provisions (3) Conduct of...more

Caveat Emptor: Emerging Issues for Buyers of Bankruptcy Claims

In a large Chapter 11 bankruptcy case, claims against the debtor are actively traded in the secondary markets. A debtor’s original creditors may lack the liquidity to wait for uncertain payment at the end of the bankruptcy...more

What Buyers Really Buy

In my last blog post, I discussed the importance of making your company attractive to buyers because the need/desire to exit can arise quickly and without warning. In order to make your company attractive to buyers, you must...more

The Top Ten Points to Watch For In Commercial Real Estate Contracts – Point #2

When Do We Close? - In today’s post we turn to Question #2 – “When do we close?.” “Closing” is the focal point of any commercial transaction, with good reason. It’s the date that the purchase price is paid to the...more

Buyer Beware: Reduced Indemnity On Account Of Supposed (Mythical?) Tax Benefits.

Originally published in Deal Points: The Newsletter of the Mergers and Acquisitions Committee - American Bar Association - Winter 2013. When the seller of a business or the assets of a business is negotiating the scope...more

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