In merger and acquisition (M&A) transactions, the definitive purchase agreement whether asset purchase agreement, stock purchase agreement, or merger agreement typically contains representations and warranties made by the...more
According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Point Studies, the use of stand-alone indemnities in reported private company M&A transactions has increased from 69% in its 2007...more
Recently, in On Point Window Treatment, Inc. v. 208 Clinton Place, LLC, 2024 N.Y. Slip Op. 50241 (N.Y. Sup. Ct. 2024), the Kings County Supreme Court held that even when paired with an insurance procurement requirement, a...more
Broad form indemnities are common in Texas construction contracts, even though indemnifying someone for their own negligence is a tough pill to swallow. ...more
Wagner v. Exxon Mobil Corporation is an example of the misfortune that can befall the purchaser who assumes the burden of comprehensive, one-sided indemnity obligations. We will disregard evidentiary and other issues in this...more
Market Trends: What You Need to Know - According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Points Studies, the use of stand-alone indemnities in reported private company M&A...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Over the time period covered by the nine studies (2005-2021), the level of...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Inclusion of damage mitigation provisions in merger and acquisition...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies. Over the nine ABA studies (2005-2021), indemnity caps have declined as a...more
In Texas, most Master Service Agreements related to the oil and gas industry provide indemnities based on who or what was injured rather than who caused the injury. For example, the standard knock-for-knock indemnity will...more
TRANSFER OF EMPLOYEES - Once the terms of intellectual property and infrastructure transfer have been agreed, the buyer should investigate the human resources required to maintain and support the application. ...more
Consider the following scenario that frequently plays out in contract negotiations: You have spent days (if not weeks) going back and forth with the opposing party ironing out the terms of a lucrative deal. The bulk of the...more
All Sums Allocation Does Not Apply to Garden-Variety Product Defect Claim - On April 23, 2020, the Ohio Supreme Court issued an opinion in Lubrizol Advanced Materials, Inc. v. Natl. Union Fire Ins. Co. of Pittsburgh, PA.,...more
Many commercial real estate loans are “non-recourse,” which means in general terms that foreclosing on the real estate securing the loan is the lender’s sole remedy for a borrower’s failure to repay the loan. The lender is...more
Equipment leasing presents a company with an opportunity to acquire the use of equipment without using its own cash or its bank line of credit. An understanding of the unique features of equipment lease contracts should help...more
The United States District Court for the Eastern District of Louisiana (“Court”) addressed in a May 30th opinion a dispute between a buyer and seller of real property related to a contract provision addressing responsibility...more
As intellectual property licensing continues to grow more prevalent, legal practitioners and business personnel are being asked to craft and negotiate agreements that can significantly impact a business’s ability to compete...more