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Contract Negotiations Post-Closing Rights

Tonkon Torp LLP

You’re Not the Boss Anymore

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It’s nice to get paid. Giving up control of your business? Well… that’s a different story. On closing the sale of a business, owners realize a dramatic financial return on their investment. However, few buyers are willing to...more

Jones Day

Delaware Court Holds That Delaware "Should Be a Pro-Sandbagging Jurisdiction"

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On March 9, 2022, the Delaware Court of Chancery issued a post-trial decision in Arwood v. AW Site Services, LLC, subsequently amended on March 24, 2022. The plaintiff, John Arwood, had spent decades building a waste...more

Allen Matkins

Tactics to Avoid Unanticipated Post-Closing Leasing Costs

Allen Matkins on

Potential buyers and lenders evaluate existing leases of stabilized properties and anticipated lease income of value-add projects in determining which assets to acquire or finance. Rental income, whether existing or...more

Goulston & Storrs PC

The Sandbagging Conundrum Explained

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There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more

McDermott Will & Emery

Delaware Opens the Door to Third-Party Beneficiaries

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Based on a recent Delaware Chancery Court decision, parties outside of a transaction—not just the buyer or seller—may be able to enforce continuing employment provisions in a purchase agreement. This decision shows that a...more

Cadwalader, Wickersham & Taft LLP

Blurring the Lines: Dolan v. Altice Demonstrates the Potentially Unexpected and Significant Impact that “Boilerplate” Provisions...

In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and...more

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