Purchase Agreement

News & Analysis as of

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

Should You Litigate In Court or Arbitrate the Dispute?

Faced with the rising costs of doing business in our increasingly litigious society, today's employers are looking at any way to manage fees and costs associated with resolving disputes over employment decisions. Some of the...more

Superior Court Interprets New Jurisdiction Statute

Delaware recently amended Section 111 of the DGCL to confer jurisdiction on the Court of Chancery over certain actions arising out of asset sales. The intent was not to divest Superior Court of jurisdiction when the dispute...more

California appeals court rejects ‘creative’ sham guaranty defense

In what can only be described as pure “chutzpah,” a commercial real estate investment fund argued that it was the alter ego of its property-level SPE to avoid liability under a guaranty. While the strategy worked in the trial...more

Federal Patent-Agent Privilege Not Recognized in Texas State Courts

Finding that Texas state courts lacked authority to recognize common-law discovery privileges, the Texas Court of Appeals for the Fifth District refused to recognize the US Court of Appeals for the Federal Circuit’s recently...more

Damages for Seller’s Breach of a Real Estate Purchase and Sale Agreement: a Recent Case Example

When a seller breaches a purchase and sale agreement and fails to complete the sale to the buyer, the buyer’s usual remedy is to seek “specific performance” of the agreement — i.e., a court judgment ordering the seller to...more

Back to the Bulgarian Bad Guy, So Say the Justices

My blogging sensei Cordell Parvin says the title should always inform the reader of the content. Mea culpa on this one; I couldn’t resist the alliterations. Some time back I reported on Carlton Energy Group et al v....more

Delivery Dilemma

Blue Art Limited, a UK company (“Blue Art”), is suing art dealer David Zwirner and his gallery, a contemporary art gallery in New York and London, for breach of contract and fraudulent concealment and inducement, regarding an...more

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

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