News & Analysis as of

Purchase Agreement

NVM-koopovereenkomst in een nieuw jasje (Dutch)

by Dentons on

From 1 May 2017, the NVM will use a new model purchase agreement. The new NVM purchase agreement contains a number of changes to the NVM purchase agreement from 2014. For a detailed explanation of the changes, the article of...more

Maximizing the Value of Your R&W Insurance Policy

by McGuireWoods LLP on

The global M&A boom has spurred an increase in the use of representation and warranty insurance (“RWI”), which is designed to protect the insured party against breaches of a sellers’ representations and warranties in a...more

Tenth Circuit Finds That Arbitration Agreement Governs Dispute

by Carlton Fields on

The Tenth Circuit has determined that an arbitration agreement included as part of a set of agreements executed in connection with the purchase of a pickup truck applied to a dispute over a replacement set of agreements that...more

Appellate Court Notes

by Pullman & Comley, LLC on

Supreme Court Advance Release Opinions: SC19688 - State v. Lee - Appellate Court Advance Release Opinions: AC38222 - Robinson v. Robinson - Only alimony paid by a non-party / former spouse it taken into...more

Appellate Court Notes

by Pullman & Comley, LLC on

Supreme Court Advance Release Opinions: SC19661 - ARS Investors II 2012-1 HVB, LLC v. Crystal, LLC - Owner recorded an unapproved subdivision map of its commercial property into three lots and then granted a...more

Investing in China Key Challenges and Mitigation Strategy

In early 2005, a subsidiary of listed Hong Kong and China Gas Company Limited (0003.HK) bought a controlling stake in a Chinese joint venture company. Initial payments were made, but then the audited financial statements...more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Significant Developments in Canadian Energy – For the Month of March 2017

by Dentons on

Oil Sands / Unconventional - March 29, 2017 – Cenovus Energy Inc. (“Cenovus”) agreed to acquire ConocoPhillips’s 50% interest in the FCCL Partnership, which is the companies’ jointly owned oilsands venture operated by...more

SDNY Grants Defendant GreenPoint Mortgage Summary Judgment

On March 29, 2017, Judge Andrew L. Carter, Jr., of the United States District Court for the Southern District of New York granted Defendant GreenPoint Mortgage Funding, Inc.’s (“GreenPoint“) motion for summary judgment,...more

Second Circuit Finds District Court Erred In Decision On Enforcement Of International Arbitration Award

by Carlton Fields on

The factual and procedural background of this case can be found here. In sum, beginning in the 1990s, the appellants, a group of Brazilian companies (collectively, “CBF”) entered into a series of contracts with Primetrade AG,...more

Commercial Real Estate Sellers: Hire Your Own Attorney!

by Ward and Smith, P.A. on

Many sellers believe, possibly based on their experience in residential real estate transactions, that they can rely on the buyer's attorney, or a real estate broker, to "represent" them in a transaction. Although it is...more

Purchaser of Assets in North Carolina Should Not Rely on Assign Ability of Seller's Non-Compete Agreements

We regularly field questions from companies in the process of an asset purchase, asking whether they can obtain an assignment of the seller’s non-competition agreements with its employees. While this question has never been...more

Chris Lazarini Discusses Heightened Pleading Standard Under Rule 9(b)

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini discussed the heightened pleading standard for claims of fraud under Rule 9(b) in an auction rate securities case....more

Court Of Chancery Gives Definitive Explanation On Advancement Procedures

by Morris James LLP on

Once the right to have fees advanced has been determined, the tricky issue is how to decide if the actual fees requested fall within the scope of the advancement rights. The Court of Chancery has adopted what is known as the...more

Disclosures in corporate transactions: A comparison of the UK/Singapore and US approaches

by Dentons on

In negotiating the terms of a sale and purchase agreement, whether for a transfer of shares or business assets of a company, a purchaser will often have to rely on the results of its due diligence and the seller’s warranties....more

Indemnification Obligations and the Purchase or Sale of Your Business: Why Should You Care?

by Ward and Smith, P.A. on

What Is An Indemnification Obligation? - In the simplest sense, indemnification obligations protect one party to a contract against claims that arise after a transaction that should be the other party's responsibility. ...more

Avoiding Disputes Over How to Resolve Disputes

by Holland & Knight LLP on

In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition Co., LLC, C.A. No. 12585-VCL (decided Dec. 5, 2016), the Delaware Chancery Court was required to interpret purchase price dispute...more

Watch out for Fraud in Family-Business Purchase Agreements

by Murtha Cullina on

In business purchase agreements, including agreements between family members, the seller often retains pre-sale liabilities, such as tax liabilities, while the buyer assumes post-closing liabilities related to the business’...more

Two States Buck FAA Preemption, While Alabama Stays the Course

Three state supreme courts tackled arbitration law in recent weeks: Alabama, North Carolina, and Rhode Island. Rhode Island reversed a construction arbitration award because it disagreed with the arbitrator’s analysis. ...more

Covenants in upstream acquisitions and divestitures

by Locke Lord LLP on

Introduction - Upstream sale and purchase transactions are complex. In most instances, they are based not on simultaneous signing and completion, but rather on signing followed by a lengthy period leading to completion....more

NEWSFLASH: What happens if you purchase a marketing authorisation then revoked for serious noncompliances with the Good Clinical...

by Hogan Lovells on

Transfer of a MA, its subsequent revocation and compensation for damages - What happens if you purchase a marketing authorisation and that is then revoked for serious non-compliances with the Good Clinical Practice...more

Recovery of Contractual Attorneys’ Fees for Tort and Contract Claims - Dismissing Contract Action May Mean Attorney’s Fee...

by Low, Ball & Lynch on

Dismissing Contract Action May Mean Attorney’s Fee Liability. Neeshat S. Khan v. Michael Shim - Court of Appeal, Sixth Appellate District (December 29, 2016) - Civil Code § 1717(b)(2) generally bars the award...more

Maryland Federal Court Approves Residential Sales Contract Provision Creating a One-Year Period of Limitations

by Baker Donelson on

In Daniels v. NVR, Inc., t/a Ryan Homes, the United States District Court for the District of Maryland upheld the validity of a contractual provision in a residential home purchase agreement that reduced the normal period of...more

2016 half-year in review: M&A legal developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Merger and Purchase Agreements Governed by Maryland Law: “Best Efforts"

by Miles & Stockbridge P.C. on

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

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