Purchase Agreement

Insights - Spring 2013: Developing Federal Common Law of Successor Liability

by Regina Joseph | Shumaker, Loop & Kendrick, LLP on 5/17/2013

When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...more

California Commercial Building Owners Must Disclose Energy Usage of the Building During Sale, Lease or Financing after July 1,...

by Matthew Fogt, Emily L. Murray, Heather Riley | Allen Matkins Leck Gamble Mallory & Natsis... on 4/23/2013

Beginning, July 1, 2013, all California commercial buildings with a total gross floor area of more than 50,000 square feet are required to disclose the building's energy usage in advance of any sale, lease, or financing of...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

What are Chattels? What are Fixtures?

by Matthew J. Wilson | Lerners LLP on 4/3/2013

The law distinguishes between chattels and fixtures. A chattel is movable property. A fixture is a chattel that has been fixed or attached and can no longer be easily moved. For example, an arm-chair would be a chattel,...more

Antimonopoly Law Considerations and Risk Management in Connection with M&A Transactions - Assessing Competition Risks in...

by Philippe Rincazaux | Orrick, Herrington & Sutcliffe LLP on 2/21/2013

Introduction: Allocation of antitrust risk is an issue that frequently arises between parties in mergers or acquisitions that raise potential antitrust concerns. • Motivations of the buyer and the seller are the...more

Delaware Court of Chancery Analyzes Damages Claims in Failed Asset Sale

by Jason F. Clouser, William M. Regan | Katten Muchin Rosenman LLP on 2/13/2013

The Delaware Court of Chancery recently denied, with one exception, cross-motions for summary judgment in an action to determine damages arising from a failed asset purchase agreement....more

Prius Owners Put The Brakes On Arbitration With Non-Signatory Toyota

by Liz Kramer | Leonard, Street and Deinard - Arbitration... on 2/4/2013

The Ninth Circuit ruled this week that a class of car owners could pursue their court claims against the manufacturer, Toyota, for product defects and false advertising, despite the existence of an arbitration agreement in...more

Board Of Contributors: Recent Rulings On Condo Contracts Have Widespread Significance

by Martin Schwartz | Bilzin Sumberg Baena Price & Axelrod LLP on 1/11/2013

The Interstate Land Sales Full Disclosure Act, a federal statute that was initially designed to prevent unscrupulous land sales of desert land in Arizona and marsh land in Florida, has been one of the primary weapons employed...more

Condominium Purchaser’s Cancellation Rights Under Florida Statute Section 718.503

by Neha Dagley | Schecter Law on 1/11/2013

Florida Statute section 718.503(1)(a)1. states, in relevant part, that a contract for the sale of a residential unit must...more

Private Equity Newsletter - Fall/Winter 2012 Edition: Negotiating Private Equity and M&A Deals in the Middle East

by Rodolphe R.A. Pellerin, Chris P. Sioufi | Dechert LLP on 12/19/2012

After a number of ebullient years of activity until late 2007, the Middle Eastern private equity industry is facing new challenges as fund-raising is getting tougher and investors across the board have become more demanding....more

Guardian Elder Care at Brockway LLC v. WRC Highland View Healthcare: Absent Express Provision to the Contrary, a Buyer's Due...

by Saul Ewing LLP on 10/1/2012

On May 1, 2012, in a case argued by Saul Ewing attorney John F. Stoviak (with assistance from Braden A. Borger on the Brief), the Pennsylvania Court of Common Pleas (Jefferson County) held that reliance is not an essential...more

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