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Compliance Audits as part of Environmental Due Diligence - It’s more than just a Phase

When Borrowers and their lenders think about environmental due diligence, they immediately focus on Phase I/Phase II/ Environmental Site Assessments. That’s a good thing, and is an essential requirement when acquiring real...more

China’s NDRC Proposes Changes to Outbound Investment Rules

Changes could reduce regulatory uncertainty for Chinese investors, potentially spurring significant increases on outbound Chinese investment, especially in sensitive industries. Summary - Continuing a policy of...more

Saving Time and Money when Selling a Small Business

Advance planning is crucial when you decide to sell your small business. You need to be at the center of that planning. Don’t abdicate your responsibility for selling your business to your lawyer, your accountant or your...more

Purchasing a Corporation in Maryland? “Mere Continuation” Rule Just Became Clearer

The Maryland Court of Appeals (the “Court”), the state’s highest court, in Phillip Martin, v. TWP Enterprises Inc. (No. 1855, Sept. Term, 2014, decided Feb. 24, 2016, Leahy, J.) addressed what it identified as the third...more

So You Want To Sell Your Business… PART 3 of 4 – Valuing Your Business for Sale

If you have read and acted upon the first two installments of this Client Alert series, you know the reasons why you have decided to sell your business, and you have positioned your business to be as attractive as possible to...more

South Carolina Court of Appeals Says 150-Mile Geographic Restriction in Non-Compete is Unreasonable

South Carolina courts evaluate the enforceability of non-compete provisions executed in the employment context and in connection with the sale of the business under the same reasonableness test. To be enforceable in South...more

Don’t Let Deposits Spoil the Deal

A recent case acted as a reminder of the risk inherent in taking a contractual deposit which is greater than the market norm. That case involved penalties for overstaying permitted parking times and re-confirmed the contract...more

Selling Property “As Is” Won’t Protect Seller From Superfund Liability

Everyone is familiar with the two little words - “as is” - that pop up in real estate contracts. The “as is” clause is a means of allocating risk between seller and buyer. Generally, a seller who sells property “as is” will...more

When In Rome: Escaping The Default Rules On Governing Law

Entering into an agreement without specifying its governing law is rarely a good idea. In Molton Street Capital LLP v Shooters Hill Capital Partners LLP & Odeon Capital Group LLC [2015] EWHC 3419 (Comm), 26 November 2014,...more

Drafting Matters: Non-Reliance Provisions Barring Extra-Contractual Fraud Claims Effective in Delaware Only if Drafted as a Clear...

It is not unexpected for there to be requirements in consumer contracts that clear formulations of waivers are necessary before a consumer can be deprived of rights. However, under Delaware law similar formality and clarity...more

Integration Clauses As A Backstop Against Claims Based On Fraud: Insist On The Specifics.

For any business owner, a specially-crafted integration clause can significantly limit exposure to suits brought by a dissatisfied party on the other side of the negotiating table. An integration clause (sometimes referred to...more

Energy Sector Alert Series: Five Essentials for Managing Deal Risk

In this eight-week alert series, we are providing a broad look at current and emerging issues facing the energy sector. Attorneys from across the firm will discuss issues ranging from environmental disclosures and risk...more

Global Private Equity Newsletter - Winter 2016 Edition: Tools for Managing Environmental Risks in Deals

When parties to an M&A deal consider most environmental risks, they essentially seek the same goals that they seek with respect to other liabilities in the deal. M&A sellers, particularly private equity sellers, seek to avoid...more

The Top 10 Questions Facing the LNG Industry in 2016

Although continuing low oil prices affect the LNG industry in expected ways (e.g., delays and cancellations in the development of LNG export projects) and unexpected ways (e.g., take-overs between major players in an already...more

Smart Selling And Buying: 5 Main M&A Pitfalls to Avoid

Marcellus Shale drilling was taking off, and the owner of an oil and gas service company fielded a buyout offer from a Wall Street private equity firm. Golden opportunity, right?...more

Tax Considerations in Real Estate Dispositions

In a typical real estate transaction, the seller deeds the real property to the buyer. This transaction is simple and straightforward for both buyer and seller. Although it is simple, is it the best structure from a tax...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Turkey

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? When an undertaking/business is transferred to a new entity all existing employment contracts are automatically transferred to the new entity....more

Can The Defendant Set Aside A Sale Of Receivership Assets To A Buyer?

QUESTION: I purchased assets from a receiver. The court approved the sale over the objection of one of the defendants. The sale has now closed. I was just informed that the defendant is appealing the order approving the sale....more

Re-examining the Take-or-Pay Obligation in LNG Sale and Purchase Agreements

Since almost the inception of the LNG industry, the “take-or-pay” contract structure has become perhaps the defining characteristic of long-term LNG sale and purchase agreements (SPAs). The benefits of the traditional...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Ireland

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? The European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 are designed to safeguard the rights of...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Hungary

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? The Hungarian Labour Act defines a business transfer in line with the provisions of EC Directive 2001/23 of 12 March 2001. As such the rights...more

Canadian Bankruptcy Considerations in Factoring Transactions

Factoring transactions, in which a buyer purchases outright or acquires an interest in a seller’s accounts receivable, are becoming increasingly common. Initially, the buyer must determine whether the transaction is to be...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Greece

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Directive 98/50/EC relating to the safeguarding of employees rights in the event of transfers of undertakings, businesses or parts of...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Germany

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Section 613a of the German Civil Code (Bürgerliches Gesetzbuch) determines employers’ and employees’ rights and duties in cases of a business...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: France

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Article L. 1224-1 of the French Labour Code states that “following a change to the employer’s legal status, in particular by succession, sale,...more

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