Buyers Sellers

News & Analysis as of

Commercial Real Estate Sellers: Hire Your Own Attorney!

Many sellers believe, possibly based on their experience in residential real estate transactions, that they can rely on the buyer's attorney, or a real estate broker, to "represent" them in a transaction. Although it is...more

Non-Use Agreement Need Not Precede Disclosure of Confidential Information

A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more

Art Advisors and Duty of Loyalty in Focus Again Over Sale of Basquiat

We reviewed in December an important decision that addressed the duties of loyalty that art advisors may, or may not, owe to their clients in dealing in the art market. That question—of to what extent advisors and...more

An Overview of Representations and Warranties Insurance

The last twelve months have seen strong levels of M&A activity in the U.S. energy tech and renewables sector. As this trend continues, we want to share a recent update on the increased use of representations and warranties...more

Auto Dealership Liability for Accidents Occurring During Test Drives: How to Protect Your Dealership

Prospective car buyers are no different than the drivers we encounter daily on the road: some are skilled, some are not so skilled. Add to that the prospective buyer’s unfamiliarity with the vehicle they are test-driving,...more

5 tips for environmental due diligence in business transactions

Virtually all business transactions involve some level of environmental risk. The key is to identify all of the potential risks and collect sufficient information about them early in the due diligence period of a transaction....more

"Key Takeaways: Minimizing Risks and Maximizing Opportunities in China-Latin America Investment"

On February 6, 2017, Skadden hosted the webinar “Minimizing Risks and Maximizing Opportunities in China-Latin America Investment.” Topics of discussion included the increasing importance of Chinese investment in Latin...more

Texas Law Lets Attorney-Client Privilege Transfer to the Buyer of a Business

When negotiating the sale of a business, legal counsel should be aware that the attorney-client privilege protecting communications between the seller and its legal counsel – including negotiations regarding the acquisition –...more

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

Don’t Be Inconspicuous: Disclaiming the Implied Warranty of Merchantability

Some of the most important terms in any contract for the sale of goods are the warranties that apply to the goods. In addition to any express warranties made by the seller, the law implies certain warranties in some...more

Key Issues for Sellers to Consider When Selling Trade Receivables on Electronic Platforms

Online receivables auction platforms are growing in number and prevalence, spurred by commercial and regulatory developments in the commodities and banking industries. This briefing looks at some of the high-level issues that...more

Delaware Court Affirms Utility of Buyer Acknowledgment Clause in Dismissing Fraud Claim

In IAC Search, LLC v. Conversant LLC (f/k/a ValueClick, Inc.), 2016 WL 6995363 (Del. Ch. Nov. 30, 2016), the Delaware Court of Chancery provided a reminder on how potentially-overlooked contractual provisions could have a...more

Blog: 2017 M&A Trends Series: Rep & Warranty (R&W) Insurance is Here

So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year...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

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

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

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