Buyers Sellers

News & Analysis as of

Fines Issued for Transfer of Customer Data in an M&A Asset Deal

Recent enforcement actions by the Bavarian Data Protection Authority (DPA) [Bayerisches Landesamt für Datenschutzaufsicht] highlight the importance of severe restrictions placed on the transfer of such data, even in the...more

When Is a Breach of a Covenant Not to Compete Also Unfair or Deceptive?

Next Monday, August 31, the North Carolina Supreme Court will hear arguments in an important business-versus-business case. Beverage Systems of the Carolinas v. Associated Beverage Repair (No. 316A14) includes two...more

Representation and Warranty Insurance: No Longer Optional - Deal Terms and Trends - Summer 2015

Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the...more

A timely lesson: understanding how a sale contract dispute may have serious financial consequences beyond that contract alone

In the recent case of Sang Stone Hamoon Jonoub Co Ltd v Baoyue Shipping Co Ltd ([2015] EWHC 2288 (Comm)), Mr Justice Males provided direction on the potential liability of cargo owners to shipowners where they do not take...more

Customer Data in Corporate Sales - A Privacy Issue: German Privacy Watchdog Fines Seller and Purchaser for Personal Data Transfer

In a press release on 30 July 2015, the Bavarian data protection authority (DPA) announced that it had recently fined both seller and purchaser for unlawfully transferring customer data as part of an asset...more

Is An Asset Purchaser Liable For Seller’s Withdrawal Liability?

Many asset buyers believe that, as long as they do not agree to ERISA Section 4204’s sale of assets exception to withdrawal liability, they will acquire the seller’s assets free and clear of any prior contribution history and...more

Microbusiness Law

In This Presentation: • What your small business clients need to know • Drafting Governing Documents • Business Contracts for Microbusinesses • Intellectual Property Considerations • Acquisition...more

M&A: Facilitate Deal-Making through the Use of Representation and Warranty Insurance

In this frothy, seller-driven M&A market, representation and warranty insurance can help bridge the gap between a buyer and seller and facilitate deal-making. In M&A transactions, a seller seeks to limit the extent to...more

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

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

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

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

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

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

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