News & Analysis as of

Sellers Breach of Contract

So You’re Looking To Exit – What If I Breach A Representation Or Warranty?

by Fox Rothschild LLP on

As mentioned in the first post of this series, the goal of many entrepreneurs is to seek venture capital financing or ultimately sell their company in an “exit” merger or acquisition. Upon making representations and...more

M&A Indemnification Provisions: Are You Drafting Unenforceable Time Limits?

In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Art Advisors and Duty of Loyalty in Focus Again Over Sale of Basquiat

by Sullivan & Worcester on

We reviewed in December an important decision that addressed the duties of loyalty that art advisors may, or may not, owe to their clients in dealing in the art market. That question—of to what extent advisors and...more

2016 Summer Review: M&A legal developments

by White & Case LLP on

We set out below a number of interesting English court decisions which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on their implications....more

North Carolina Courts Are Forbidden To “Blue Pencil” An Unenforceable Non-Compete

by Seyfarth Shaw LLP on

Reversing a 2-1 decision of the North Carolina Court of Appeals, the state’s Supreme Court held unanimously that an assets purchase-and-sale contract containing an unreasonable territorial non-competition restriction is...more

When In Rome: Escaping The Default Rules On Governing Law

by Allen & Overy LLP on

Entering into an agreement without specifying its governing law is rarely a good idea. In Molton Street Capital LLP v Shooters Hill Capital Partners LLP & Odeon Capital Group LLC [2015] EWHC 3419 (Comm), 26 November 2014,...more

Smart Selling And Buying: 5 Main M&A Pitfalls to Avoid

Marcellus Shale drilling was taking off, and the owner of an oil and gas service company fielded a buyout offer from a Wall Street private equity firm. Golden opportunity, right?...more

Warning: Warranties Can Survive Close of Escrow Even When You Think They Won’t

by Buchalter on

As the seller of real property, you might have heard: “Don’t worry, that warranty won’t survive the closing.” Or, you may have assumed that because the purchase agreement stated that certain representations and warranties did...more

I will survive: Help your reps and warranties endure with a smart survival clause

by Thompson Coburn LLP on

The desire to protect oneself is human nature. Nowhere is that more obvious than when drafting complex commercial real estate deals, where parties often have conflicting goals regarding liability....more

When Is a Breach of a Covenant Not to Compete Also Unfair or Deceptive?

by Ellis & Winters LLP on

Next Monday, August 31, the North Carolina Supreme Court will hear arguments in an important business-versus-business case. Beverage Systems of the Carolinas v. Associated Beverage Repair (No. 316A14) includes two...more

OEM Disclaimers Withstand Challenge in Helicopter Crash: Damage to helicopter from defective part constitutes excluded...

On July 2, 2015, the U.S. District Court for the Eastern District of New York issued a decision in City of New York v. Bell Helicopter Textron, Inc., 13 CV 6848 that left the plaintiff without any remedy against the...more

The Defaulting Seller and a Notice of Lis Pendens

by Jaburg Wilk on

After months of searching, you have finally found the house of your dreams, and much to your delight the Seller has accepted your offer of $500,000. You deposit your $15,000 “earnest money” with the escrow company, and an...more

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

by Barley Snyder on

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

Antimonopoly Law Considerations and Risk Management in connection with M&A Transactions

In This Presentation: - General Indemnity: (1) Background and structure (2) Main provisions (3) Conduct of claims - Antitrust Indemnity: (1) Background (2) Main provisions (3) Conduct of...more

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