Purchase Agreement

News & Analysis as of

Buyer Beware – Know Your Contract and Get a Good Inspection!

Anyone who has bought or sold residential property is likely familiar with the Residential Property Disclosure Form. It is a form required by statute to be completed by the property seller, and its purpose is to reveal to...more

Eighth Circuit Holds Asset Purchaser Liable for Failure to Provide WARN Notice to Seller's Employees

In a typical corporate transaction, the parties structure the deal as an asset purchase, whereby the buyer purchases essentially all of the company’s property, equipment, goodwill, customer lists, etc. If the asset purchase...more

Sellers of Certain Connecticut Real Estate Required to Attach Housing Disclosure Form To Purchase Agreements

On May 16, 2016, the Connecticut General Assembly enacted Public Act 16-16, which requires sellers of Connecticut real estate consisting of two or more units to attach to purchase agreements, options and leases which contain...more

Fifth Circuit Rejects Misbehavior Challenge To Arbitration Award

Foundation Surgery Affiliate of Southwest Houston, LLC (“Southwest”), the owner of a surgical and imaging facility in Houston, entered into a purchase and sale agreement in 2008 with Rainier Capital Acquisitions, LP, which...more

NLRB Decision Potentially Expands "Perfectly Clear" Successorship Rule

The National Labor Relations Board (NLRB) issued a decision in Nexeo Solutions, LLC earlier this week, ruling that the buyer in an asset purchase of the seller’s business was a "perfectly clear" successor. As a result, the...more

South Carolina Supreme Court Decision Impacts Enforceability of Arbitration Provisions in New Residential Construction Sales...

On July 6, 2016, the South Carolina Supreme Court filed its Opinion No. 27645, captioned Smith v. D.R. Horton, Inc., in which it affirmed the Court of Appeals' refusal to compel arbitration between new home purchasers and the...more

New Bauhaus v. American Green

Partner Kevin Broerman prevailed on a commercial binding arbitration using the American Arbitration Association (AAA). Claimant asserted damages in excess of $5 million (capped pursuant to agreement with AAA at $1.5 million)...more

The Common Interest Doctrine: Lessons on avoiding an inadvertent waiver of the attorney-client privilege

?Most lawyers are familiar with the general rule that a client waives the attorney-client privilege by disclosing the privileged information to third parties. The common interest doctrine, however, provides an exception to...more

Georgia’s ‘Y’allywood’ Film Tax Credits Irresistible to Buyers

“Y’allywood” is quickly supplanting “Hotlanta” as the cringe-worthy, yet seemingly ubiquitous term used to describe Atlanta’s new starring role. Like it or not, Y’allywood aptly captures the moment and growing trend that...more

Convertible Debt Term Sheets – What Companies Need to Know

Convertible debt is a type of financing companies frequently seek as a prelude to their first significant preferred equity financing, or as a bridge round between equity financings. A convertible debt round will typically...more

By the Way, What About the Post-Closing Credit Enhancement?

As counsel to seller, you have finally resolved the final language for the representations and warranties made by the seller in a purchase and sale agreement (“PSA”) for a significant commercial real estate asset. You have...more

Restrictive Covenants: What Are They And Why Should You Care?

Restrictive covenants have a significant and substantial impact on the use and value of property; yet they are often ignored entirely or not considered until the end of the due diligence period before purchasing the property....more

Fishermen Avoid Being Caught In Arbitration’s Net

What are the defining characteristics of an arbitration agreement? The dissent in a new 9th Circuit case took on that vexing issue, while the majority sidestepped it altogether while refusing to compel arbitration....more

Layoffs Without WARN-ing: How to Use the Unforeseeable Business Circumstance Exception

A recent federal trial court decision out of Delaware, In re AE Liquidation, Inc. v. Burtch, No. 14-1492-LPS (D. Del. Mar. 31, 2016), illustrates how, even in the context of a very troubled business, the Worker Adjustment and...more

How to Collect Money You are Owed

It is no secret that cash flow is vital to any business, and the key to cash flow it to timely collect money that is owed to the business. Selling a product or providing a service is of no benefit to the business if it does...more

Retaining neutral accounting experts in M&A working capital disputes

A typical provision in a purchase and sale agreement requires the buyer, post-closing, to provide a “true-up” of the target's net working capital agreed upon by the parties at closing. If the seller disagrees with the...more

Indemnity In Share Purchase Agreement Only Covered Half The Loss

In Capita (Banstead 2011) Ltd v RFIB Group Ltd [2015] EWCA Civ 1310 a seller of a company was only partially liable under an indemnity for losses incurred by the purchaser (on behalf of the company) as a result of negligently...more

Disclosure Packets and Resale Certificates: Statutory Updates

Since our last postings on the subject of disclosure packets, the General Assembly has adopted several minor Code changes to clarify existing provisions: Delivery by Overnight Carrier The Code section providing for...more

City Fitness Attempts to Exercise Service Mark Rights

In a decision dismissing plaintiffs’ claims of service mark infringement, the District of Massachusetts held that the plaintiffs’ transfer of “goodwill” in an asset purchase agreement also transferred plaintiffs’ rights to...more

Ghost Offers in Real Estate Transactions

Too Clever by Half - Not so long ago I received a draft agreement of purchase and sale from a practitioner in which he named his purchaser client as “John Doe, in trust, and without personal liability, for a corporation...more

The Best of Intentions: Letters of Intent in the Sale of a Business

The sale of a business often takes several months and generates huge amounts of paperwork. The process culminates in a purchase agreement typically exceeding fifty single-spaced pages full of dense wording....more

Seven Key Clauses in a Vessel Purchase Agreement

Vessel sales are a constant in the marine industry, even during downturns in the market. In fact, some see adverse market conditions as an opportunity to find bargains on vessels and other marine equipment. Once the buyer has...more

The Top 10 Questions Facing the LNG Industry in 2016

Although continuing low oil prices affect the LNG industry in expected ways (e.g., delays and cancellations in the development of LNG export projects) and unexpected ways (e.g., take-overs between major players in an already...more

How to Mess up Buying or Selling Your Company

Buying or selling a company is exciting. Maybe you are growing your business by acquiring a competitor. Maybe you are selling a company in which you invested your life savings and decades of effort. This may be the most...more

Court Of Appeal Finds Indemnity Includes First Party Claims

Three years ago, I wrote this brief post about how to interpret an indemnity claim. I wrote that post to remind readers that the California Civil Code not only defines “indemnity”, it provides a series of interpretational...more

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