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Like the purchase of all investments, purchasing commercial real estate requires substantial diligence. Unlike other investments, real estate has a specific process and unique diligence items. This article discusses that...more
A term sheet first summarizes the material terms of a financing transaction. Term sheets are normally not legally binding (with certain exceptions, such as confidentiality and exclusivity) but they are generally thought of as...more
North Carolina courts have long held that a lender does not owe a fiduciary duty to its borrowers. But what about a “Duty to Negotiate in Good Faith?" In a recent opinion (RREF BB Acquisitions, LLC v. MAS Properties, June 9,...more
Congratulations! You just received an offer to acquire your company. A serious buyer will present you with a term sheet that covers the basic terms of the transaction. Do not make the mistake of agreeing to a term sheet...more
When negotiating valuation for a financing, an investor may conduct detailed due diligence and present you with a term sheet that reflects multiples, discounts, comparables, and so forth. In the end, you are negotiating for...more
In almost all corporate transactions, the first piece of written documentation the parties exchange and execute (after a non-disclosure agreement) is a letter of intent or term sheet (“LOI”), which is intended to summarize...more
Tire-kickers, prevaricators and those who might otherwise agree on a term sheet with little intention of closing the deal beware: A “non-binding” term sheet is sometimes binding....more
As many of you know, we serve as litigation counsel for PharmAthene, which recently received a favorable Delaware Supreme Court decision in SIGA Technologies, Inc. v. PharmAthene, Inc., 2013 WL 2303303 (Del. Supr., May 24,...more
A term sheet can play a useful role by allowing the parties to focus on key issues first, without getting bogged down in details. But what happens when a party agrees to a term sheet but insists on very different terms for...more
In a recent case before the Delaware Supreme Court, SigaTechnologies v. PharmAthene, the court upheld a Delaware Chancery Court’s ruling that an express agreement between parties to negotiate in good faith, even if the...more