News & Analysis as of

Due Diligence Contract Terms

Adler Pollock & Sheehan P.C.

Pre-Acquisition Tactics: Tackling Related Party Transactions

Suppose you are an avid fan of the English Premier League (the “EPL”) like I am. In that case, you have likely heard or read about the ensuing arbitration between Manchester City Football Club and the EPL over the EPL’s...more

Harris Beach PLLC

Things to Think About Before Signing That AI Vendor Contract

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As artificial intelligence becomes increasingly integrated into business operations, companies must carefully evaluate vendor contracts involving AI technologies...more

Husch Blackwell LLP

Key Considerations in AI-Related Contracts

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Keypoint: Companies onboarding AI products and services need to understand the potential risks associated with these products and implement contractual provisions to manage them. With the rapid emergence of artificial...more

Winstead PC

Key Considerations in Review of NDAs as a Buyer

Winstead PC on

When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more

Dunlap Bennett & Ludwig PLLC

An Overview Of Key M&A Due Diligence Processes

Due diligence may not be glamorous, but it is the bedrock of a successful deal. Put simply, due diligence is the process of meticulously examining every nook and cranny of a target company’s operations, finances, and legal...more

Smith Debnam Narron Drake Saintsing & Myers,...

Managing Subcontractor Risks: A Legal Guide for General Contractors

Subcontractors play a pivotal role in construction projects, providing specialized skills and services essential for bringing projects to fruition. However, with this collaboration comes inherent risks that can significantly...more

Gray Reed

Sole Discretion Not to Close Renders Texas Oil Deal Unenforceable

Gray Reed on

Maverick Natural Resources, LLC at al v. Glenn D. Cooper Oil & Gas, Inc. is for control freaks wherever you are … and for those of you who advise the aforesaid control freaks....more

Womble Bond Dickinson

Rocky Times for Office Landlords Require Careful Due Diligence by Tenants

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These are rocky times for many office landlords. Office valuations continue to decline, interest rates remain high and office vacancy rates are nowhere near their pre-pandemic levels. ...more

Strafford

[Webinar] Structuring Liquor License and Other Permit Clauses in Hotel Purchase and Sale Agreements - May 20th, 1:00 pm - 2:30 pm...

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This CLE course will cover the negotiation and structure of permit and license clauses in hotel purchase sale agreements, with an emphasis on liquor licenses. Our panel will discuss pitfalls in drafting and high priority...more

Goodwin

5 Essential Tips for Tailoring Your Diligence Plan to Secure R&W Insurance in Manufacturing Deals

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It is no secret that a representations and warranties (R&W) insurer’s underwriting focus is informed by industry-specific risks and claims experience. For manufacturing businesses, aligning the buyer’s diligence plan and the...more

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

Pillsbury - Global Sourcing Practice

Old Tricks for the New Dog: Why Traditional Technology Sourcing Best Practice Is Relevant for Cutting-Edge AI

Since the release of OpenAI’s ChatGPT, the intense hype around large language models (LLMs) and complex AI systems has exploded. Organizations have rushed to both try and buy these new tools. Along with it, a flood of...more

Lowenstein Sandler LLP

Title Insurance: What Are We Paying For?

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Today on “Terra Firma: Conversations on Commercial Real Estate,” Stephen Tanico and Stacey C. Tyler discuss one of the most important due diligence tools for real property: title insurance. In addition to addressing why...more

BCLP

Preparing for a Corporate Real Estate Sale: Top 10 Tips

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As our colleague John Bennett has recently commented in his insight, hopeful undercurrents remain about the potential of increased activity in the real estate investment market for 2024. When the penny does drop, a highly...more

Kilpatrick

5 Key Takeaways - Corporate Leasing and Portfolio Management

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John Livingston, Kilpatrick’s Real Estate Investment and Development Team Chair, recently spoke at the firm’s inaugural “In-House Counsel Summit” in Durham, North Carolina. This full-day event featured multi-practice CLE...more

Foley & Lardner LLP

Have You Checked Your Purchase Order? Do You Know Who Your Counterparty Is?

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Do you know who your counterparty is? Most of you reading this article will respond – of course, I do. At the start of the business relationship, accounting performed its due diligence, checking for any red flags to...more

Holland & Knight LLP

Closing the Deal: Getting Cross-Border Business Aviation Transactions Done Right

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Differences in law as well as cultural differences can prolong international aircraft transactions. Assembling a good team of legal and technical professionals, as well as an aircraft broker familiar with international...more

Fox Rothschild LLP

Avoiding the ‘Highest and Worst’ Deal

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The term “Highest and Best” deal has been well-known in the bankruptcy field for many years. In a bankruptcy auction of a business or real property, the judges, trustees and creditors recognize that the better deal is not...more

Goodwin

Ten Issues to Consider When Acquiring a Food Business

Goodwin on

The food industry is generally considered recession-resistant and less susceptible to economic downturns than other sectors, making it an attractive investment for private equity firms seeking stable returns. The increasing...more

Goodwin

Use of EBITDA in Earnouts Increased 22% in Two Years

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From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more

UB Greensfelder LLP

[Webinar] Environmental Due Diligence for Prospective Tenants and Landlords - August 8th, 12:00 pm - 1:00 pm EDT

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Learn More About Environmental Due Diligence and Lease Considerations for Landlords and Tenants - On Tuesday, August 8, from 12–1 p.m. (ET), attorneys from Ulmer's Real Estate practice will host a complimentary webinar on...more

Miller Canfield

Canadian Law: Make Sure Your Lease Isn't a Dealbreaker

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When selling your business in Canada, you will face a long list of due diligence requests as the purchaser reviews all aspects of your business. If there is a lease, one key aspect of due diligence review will be the lease...more

Goodwin

Be Mindful of Phantom Equity

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A new case demonstrates the importance of conducting due diligence on compensatory arrangements and adjusting capitalization representations in merger agreements accordingly. Phantom equity is a form of employee...more

Rivkin Radler LLP

Letters of Intent – Negotiating the Framework of Your Transaction

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In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more

Manatt, Phelps & Phillips, LLP

[Webinar] AI Essentials—Evaluating Partnership and Contracting Opportunities - July 26th, 3:00 pm - 4:00 pm ET

As AI solutions become increasingly prevalent, it is crucial for lawyers and business leaders to understand AI in order to evaluate AI partnerships and effectively contract with AI providers and tools. Please join us in this...more

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