Carve Out Provisions

News & Analysis as of

Sale Proceeds: Better Get the Carve-Out Right the First Time

In re Stacy’s, Inc., 508 B.R. 370 (Bankr. D. S.C. 2014) – A debtor sold substantially all of its assets after negotiating with its primary secured creditor for carve-outs from the sale proceeds for administrative...more

FINRA Provides New Carve-Out Provisions to Include in Settlement and Confidentiality Agreements

Financial Industry Regulatory Authority (FINRA) Member Firms have new language to include in their settlement and confidentiality agreements. On October 9, FINRA released Regulatory Notice (RN) 14-40, warning that firms are...more

Dispute resolution clauses and reasonable endeavours obligations

This article aims to provide some useful contract drafting tips in the context of dispute resolution clauses, and clauses requiring parties to use best or reasonable endeavours. This article builds on lessons learned from...more

Guarantors Remain Liable for “Carve-out” Obligations, Despite Non-recourse Loan

Believe it or not, guaranty contracts mean what they say. If a guarantor agrees to reimburse a lender for misappropriated security deposits, unpaid taxes, and the cost of enforcement, then – not surprisingly – courts will...more

Labor & Employment E-Note

In This Issue: - High Court to Hear Case on Pregnancy Accommodations - Supreme Court Says Some Employees Don't Have to Pay Union Fees - Recent Decision Leaves Questions About Religion in Hiring Process - NLRB...more

Minnesota Passes Law Raising Minimum Wage

On Monday, Governor Mark Dayton signed into law legislation that will increase Minnesota’s minimum wage to $9.50 by 2016. With the passage of the new minimum wage law, Minnesota becomes the fifth state this year to raise its...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Carve-Out Transaction [Video]

Latham & Watkins partner Zachary Judd explains the M&A term carve-out transaction, an acquisition of a subsidiary, business unit or division from a larger enterprise with other operations. For additional definitions of the...more

In Sourcing and Licensing Agreements Governed by New York Law, Think Twice About a Gross Negligence Carve-out to a Limitation on...

Limitations on liability and disclaimers of damages for breach of contract claims are commonplace in outsourcing, licensing and procurement agreements. These provisions can create contentious negotiations as the parties seek...more

Addressing Sale Proceeds In The Face Of Guaranty "Carve-Out" Provisions

Commercial loans to closely held business entities, such as an LLC or partnership, typically include guaranties by the entity’s principal. Sometimes, the guarantor demands a “carve-out” to expressly exempt one or more of the...more

New York’s Lichtenstein Decision Highlights Conflicts of a Carve-Out Guarantor

The recent New York case of Lichtenstein v. Willkie Farr addresses a borrower's conflict caused, in part, by a loan covenant. The covenant invoked personal liability of the members in the event the entity files a voluntary...more

OIG Maintains Position on "Carve Outs" of Federal Health Program Beneficiaries Implicating the Anti-Kickback Statute

A recent OIG Advisory Opinion concludes that a proposed arrangement, in which a commercial laboratory would contract with medical practices to assist them in developing their own clinical laboratories, necessarily implicates...more

California Court of Appeal Strictly Enforces Carveout Guaranty

In “what appears to be an issue of first impression, not only in California, but in the entire country,” the California Court of Appeal in Series AGI West Linn of Appian Group Investors De LLC v. Eves (June 14, 2013)...more

DOJ Announces Changes to Antitrust Division’s “Carve Out” Practice

On April 12, 2013, the Department of Justice announced changes to the Antitrust Division’s carve out practices concerning negotiations with companies that plead guilty to criminal antitrust violations. These changes were...more

DOJ Narrows "Carve Out" Practice Regarding Corporate Plea Agreements

Assistant Attorney General Bill Baer in charge of the Department of Justice’s Antitrust Division recently announced changes to the division’s “carve-out practice” regarding corporate plea agreements. The changes aim to...more

Michigan, Ohio Lenders Will See Impact from New Nonrecourse Loan Restrictions

Lenders located in Michigan and Ohio that are engaging in nonrecourse loans will want to become familiar with a recent change in the law which will have an impact on the use of certain carve-outs in nonrecourse loans....more

Corporate and Financial Weekly Digest - April 19, 2013

In this issue: - FINRA and ISG Extend Effective Date for Certain Electronic Blue Sheet Data Elements - NFA Amends FCM Capital Requirements for Forex Transactions with ECPs - Delaware Supreme Court Upholds...more

U.S. Bank, Nat’l Ass’n v. Lightstone Holdings, LLC (N.Y. App. Div. Feb. 14. 2013) -- Senior Lender Gets Second Chance to Assert...

A recent decision in the protracted litigation by lenders of Extended Stay to recover under guaranties executed by owners of Extended Stay highlights the need for clear and unambiguous drafting in intercreditor agreements....more

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