Purchase Agreement

News & Analysis as of

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

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

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

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

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...

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...

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

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

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"

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

Careful Drafting of Non-Competes and Other Restrictive Covenants Can Save the Day

It generally is a defense to a breach of contract claim if the defendant proves that the plaintiff was the first one to materially breach the parties’ agreement. As a recent case from the Business Litigation Session of the...more

Delaware Law Updates – The Court of Chancery Determines $2 Billion Dispute Is One for an Independent Auditor to Decide

In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC, C.A. No. 12585-VCL (Del. Ch. Dec. 5, 2016), the Court of Chancery granted a buyer’s motion for judgment on the pleadings, holding that the plain...more

Texas Appellate Court Holds Condition Subsequent in Noncompete Agreement Excused Former Employee’s Competitive Activities

A Texas Court of Appeals affirmed a summary judgment last month in favor of an ex-employee declaring that a noncompete clause in an asset purchase agreement and separate noncompete agreement did not bar him from competing...more

Tenth Circuit Affirms Refusal To Compel Arbitration Where Agreements Contained Conflicting Arbitration Provisions

Mr. Ragab sued two financial companies and a corporate officer for misrepresentation and for violating several consumer credit repair statutes. There were six agreements between the parties, including, for example, a...more

TXO v. Vela Remembered in a Gas Royalty Case

Westport Oil & Gas Company, L.P. v. Mecom et al. presented this question: Was the lease royalty based on a gas purchase agreement formula or on the royalty clauses’s market value at the well provision? Spoiler alert:...more

Nebraska Real Estate And Nebraska Borrowers, But Federal Arbitration Act Applies

In a fight over whether a single lending transaction involved interstate commerce, the Supreme Court of Nebraska found the Federal Arbitration Act (FAA) applied and preempted its state arbitration act. Wilczewski v. Charter...more

The Management Rights Letter…What Does it Do and Should I Sign it?

In the world of venture capital investment, there certainly is no shortage of paperwork and documentation to accompany every financing. Term sheets, stock purchase agreements, convertible notes, stockholders agreements and...more

Court Of Chancery Addresses Who Is To Do Post-Closing Adjustments

Many contracts for the sale of a company have a provision addressing how the parties should resolve disagreements concerning post-closing adjustments to the sale price. Exactly who is to resolve those disputes (be it an...more

Superior Court Limits Contractual Indemnification To Third Party Claims

This decision holds that a general obligation to indemnify another party to a contract applies only to claims filed by a third party and not to claims between the parties to the contract itself. Hence, if you want to cover...more

Could your Oil and Gas Interest Cause You to Be Responsible for Multiemployer Plan Withdrawal Liability?

I noticed an interesting case from the Tenth Circuit which found that a two to three percent working interest in an oil and gas venture could generate self-employment income for the owner of that interest. The individual in...more

Fifth Circuit Remands To Determine Whether Jurisdiction Existed For Appeal Of Denial Of Motion To Compel Arbitration

The underlying dispute involved allegations of breach of warranty and deceptive trade practices based on a sale of an allegedly defective car. The Fifth Circuit explained that the FAA, which governed the alleged arbitration...more

M&A Transactions with Government Contractors - Set-Aside Alert

The following is an overview of considerations to be taken into account by targets wishing to sell, and purchasers wishing to purchase, government contracting businesses. Please see full Alert below for more...more

What Law Governs Real Property Conveyances By Foreign Corporations?

Consider the following fact pattern - Joe is the Chief Executive Officer of Transient, Inc., a Delaware corporation that is headquartered in Dallas, Texas. Transient’s sole asset is 100 acres of undeveloped land in...more

Why Affixing A Secretary’s Certificate Might Protect The Innocent

Transactional lawyers are used to obtaining officers’ certificates to back up their opinions or to deliver to the other party pursuant to a purchase or sale agreement. I wonder, however, how many buyers or secured lenders...more

Financial Services Quarterly Report - Third Quarter 2016: Managing the Compliance Aspects of Private Equity Investments

International business transactions can be subject to intense scrutiny due to the broad scope of the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, in addition to other similar anti-corruption measures...more

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