Sellers

News & Analysis as of

How Latin American LNG Markets and U.S. Exports are Reshaping the LNG Market

Traditionally, long-term take-or-pay "ToP" LNG sale and purchase agreements ("LNG SPAs") provide the foundation for the development of an LNG export project. These are contracts with terms of 20 years or longer. A buyer under...more

Lazard Tech. Partners, LLC v. Qinetiq North America Operations LLC, No. 464,2014 (Del. Apr. 23, 2015) (Strine, C.J.)

In this appeal of a post-trial bench decision by the Court of Chancery, the Delaware Supreme Court affirmed the Court of Chancery’s finding that a buyer did not breach an earn-out provision in a merger agreement. The...more

Australia Tax Alert: Exposure Draft On Tax Treatment Of Earnouts

The Government Has Released The Long Awaited Exposure Draft With Changes To The Tax Treatment Of Earnout Arrangements. It Is Common For The Buyers And Sellers Of A Business To Include Provisions Which Either Increase Or...more

Arizona’s New Construction Defect Law is Effective the Summer of 2015

On March 23, 2015, Arizona Governor, Doug Ducey, signed into law House Bill 2578. This new legislation relates specifically to Arizona’s construction defect claims and revises the Purchaser Dwelling Actions statute - ARS §...more

Amendments to Arizona’s Purchaser Dwelling Act Impact Residential Construction Claims

House Bill 2578, which amends the Purchaser Dwelling Act (“Act”) was signed into law by Governor Ducey on Monday, March 23, 2015. The Purchaser Dwelling Act sets forth a procedure for bringing claims for construction defects...more

Scottish Property Transactions Tax - March 2015

Scottish Parliament approves LBTT rates and bands - The rates and bands for the new Scottish property transactions tax known as the Land and Buildings Transaction Tax ("LBTT") have been formally approved by the Scottish...more

Vendor Due Diligence Reports: Reducing Transaction Costs Through Seller-Controlled Diligence

Due diligence for a prospective merger or acquisition typically involves the buyer’s review of documents provided by the seller and interviews with the target company’s management. ...more

A New Look at Implied Warranties for Used Goods

Recently, the Supreme Court of Texas examined whether a buyer of used goods may assert claims based on the implied warranty of merchantability. See MAN Engine & Components, Inc. v. Shows, 434 S.W.3d 132 (Tex. 2014). ...more

Newly Amended Dual Agency Disclosure Law: Much Ado About Nothing

As of January 1, 2015, the duty of a real estate agent to disclose in writing his or her representation of a buyer, seller, tenant and/or landlord, including any dual agency relationship, in residential real property...more

Disclosing a Murder Under PA Disclosure Law Not Required Says the PA Supreme Court

In the last couple editions of our Real Estate Law Update (March 2013 and June 2012), we had been reporting on the case of Milliken v. Jacono, which contemplated whether a murder/suicide at a home was a “material defect”...more

Selling or Buying a Home? You Should Understand Pennsylvania’s Real Estate Seller’s Disclosure Law

When buyers encounter problems with a recently purchased house, understanding the rights and obligations imposed by Pennsylvania’s Real Estate Sellers Disclosure Law (“Disclosure Law”) can be critical. The Disclosure Law...more

Asset Purchase: Initial Considerations

A recent post discussed a few generalities on stock purchases and asset purchases. In a basic sense, the characteristics of a stock purchase and of an asset purchase will guide the parties in the earliest stages of...more

Analysis of Recent Trends in Warranty Insurance in Private Equity M&A Transactions

Although Warranty Insurance in M&A transactions was a novelty product five to ten years ago, Warranty Insurance has now become an industry standard in Europe, largely thanks to its wide use by private equity firms who have...more

Overview of Recent Trends in Warranty Insurance in M&A Transactions

In the current economic climate, the appetite of purchasing parties to take on risk in an M&A transaction has greatly decreased. At the same time, sellers remain under intense pressure to contain outstanding liabilities, and...more

Seller Liability for Disclosures (or Non-Disclosures), Part 2

In our blog post dated April 29, 2013, Matthew Fischer discussed the case Lerner v. DMB Realty, LLC (Arizona Court of Appeals, November 27, 2012). In that case, the Arizona Court of Appeals addressed, among other things, the...more

D.C. Circuit Dish Network Decision Fails to Clear the Muddied TCPA Waters of a Seller’s Vicarious Liability

On January 22, 2014, the United States Court of Appeals for the District of Columbia Circuit dismissed Dish Network LLC’s petition for review of a 2013 Declaratory Ruling (“Declaratory Ruling”) by the Federal Communications...more

Disclosure Obligations for Sellers of Real Property in Colorado

The Colorado Court of Appeals recently decided Gattis v. McNutt, serving as a reminder of sellers’ disclosure obligations in transactions involving residential real property. Sellers of residential property in Colorado...more

Chancery Court Takes Firm Stance On Seller’s Pre-Closing Privileged Communication

A recent Delaware Chancery Court opinion highlights the risk to sellers and their advisors that pre-closing communications could become evidence in a post-closing lawsuit related to the transaction. The opinion, Great Hill...more

Delaware Court Confirms High Bar To Escape Deal

Two recent Delaware Chancery Court opinions, issued on October 25 and November 9, 2013, illustrate the high bar that buyers and sellers must clear to escape an unfavorable deal or obtain a court order requiring a deal to...more

Top 7 Defenses for Product Liability Lawsuits in North Carolina

North Carolina law provides for a variety of affirmative defenses for manufacturers and sellers in product liability actions. The legislature has codified many of these defenses in the North Carolina Product Liability Act...more

Asset vs. Stock Sales 101: The Very Basics

The purchase and sale of a business can be a daunting task; it often involves many unfamiliar issues, even to an experienced business owner or a potential buyer. One issue that is important to address early on is what, in...more

D.C. Court of Appeals Sets New Precedent in Affirming FERC Enforcement Penalties Against a Seller Making False or Misleading...

The District of Columbia Circuit Court of Appeals, in Kourouma v. FERC, (Docket No. 11-1283, July 23, 2013), has set new precedent affirming FERC’s authority to enforce penalties for a seller’s violation of its Market...more

Freddie Mac Makes Loan Quality Advisor Available To Sellers

On June 24, Freddie Mac issued Bulletin 2013-11, which announced that a new web-based risk and eligibility assessment tool, Loan Quality Advisor (LQA), is now available to sellers....more

Freddie Mac Introduces Low Activity Fee, Updates Numerous Seller/Servicer Requirements

On May 15, Freddie Mac issued Bulletin Number 2013-8, which includes numerous revisions to requirements for sellers and servicers. ...more

TRANSACTIONAL: Project Development/Finance: Key Considerations in Energy Take-or-Pay Contracts

Perhaps the most common type of off-take contract in a large scale energy project is the take-or-pay contract. A properly constructed take-or-pay contract provides the seller with an assured revenue stream that ensures an...more

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