Sellers

News & Analysis as of

Texas Federal Court Says Device Manufacturer is Not a Health Care Provider, but Also Not a Seller

Sometimes it takes us a while to catch on to things. This is more than a little embarrassing for a Jersey guy to admit, but while many of our high school classmates were devout Springsteen fans after his first two albums,...more

Don’t Let Deposits Spoil the Deal

A recent case acted as a reminder of the risk inherent in taking a contractual deposit which is greater than the market norm. That case involved penalties for overstaying permitted parking times and re-confirmed the contract...more

New State Sales Tax Provisions Attempt to Create Nexus for Out-of-State Sellers

Two states are challenging a longstanding constitutional principle established by the U.S. Supreme Court in Quill Corp. v. North Dakota, 504 U.S. 298 (1992), that only a seller with a physical presence in a state can be...more

Vermont Proposes Colorado-style Use Tax Reporting Law

As we discussed in February, the Tenth Circuit upheld the constitutionality of Colorado’s use tax notification law with its decision in Direct Marketing Association v. Brohl (DMA II). In his concurrence to the decision, Judge...more

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

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

Selling Property “As Is” Won’t Protect Seller From Superfund Liability

Everyone is familiar with the two little words - “as is” - that pop up in real estate contracts. The “as is” clause is a means of allocating risk between seller and buyer. Generally, a seller who sells property “as is” will...more

When In Rome: Escaping The Default Rules On Governing Law

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

Drafting Matters: Non-Reliance Provisions Barring Extra-Contractual Fraud Claims Effective in Delaware Only if Drafted as a Clear...

It is not unexpected for there to be requirements in consumer contracts that clear formulations of waivers are necessary before a consumer can be deprived of rights. However, under Delaware law similar formality and clarity...more

Integration Clauses As A Backstop Against Claims Based On Fraud: Insist On The Specifics.

For any business owner, a specially-crafted integration clause can significantly limit exposure to suits brought by a dissatisfied party on the other side of the negotiating table. An integration clause (sometimes referred to...more

Finding Some Additional Issues While Fundraising

So, your start-up had some difficulties raising money from venture capital funds and you think now it is time to gain access to a broader group of potential investors. Hiring a finder is a great way to tap into a larger...more

Energy Sector Alert Series: Five Essentials for Managing Deal Risk

In this eight-week alert series, we are providing a broad look at current and emerging issues facing the energy sector. Attorneys from across the firm will discuss issues ranging from environmental disclosures and risk...more

Court of Chancery Explains Anti-Reliance Law

Merger or company sale agreements frequently include clauses limiting what a buyer may rely upon after due diligence, particularly when there is some hold back of the merger or sale consideration that the buyer may seek to...more

Global Private Equity Newsletter - Winter 2016 Edition: Tools for Managing Environmental Risks in Deals

When parties to an M&A deal consider most environmental risks, they essentially seek the same goals that they seek with respect to other liabilities in the deal. M&A sellers, particularly private equity sellers, seek to avoid...more

The Top 10 Questions Facing the LNG Industry in 2016

Although continuing low oil prices affect the LNG industry in expected ways (e.g., delays and cancellations in the development of LNG export projects) and unexpected ways (e.g., take-overs between major players in an already...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

Tax Considerations in Real Estate Dispositions

In a typical real estate transaction, the seller deeds the real property to the buyer. This transaction is simple and straightforward for both buyer and seller. Although it is simple, is it the best structure from a tax...more

FERC Proposes Rule Clarifying Requirements for Market-Based Rate Sellers to Identify Owners and Affiliates

The Federal Energy Regulatory Commission (FERC) proposed on December 17, 2015, to amend its regulations to clarify the obligations of certain companies that sell electric energy to identify their owners and affiliates. This...more

Financial Statement Countdown for Remote Sellers Selling into Alabama

Remote sellers making sales into Alabama have until January 1, 2016, to begin collecting sales tax regardless of their physical presence in the state or consider whether there is any impact on financial statement issues as a...more

Re-examining the Take-or-Pay Obligation in LNG Sale and Purchase Agreements

Since almost the inception of the LNG industry, the “take-or-pay” contract structure has become perhaps the defining characteristic of long-term LNG sale and purchase agreements (SPAs). The benefits of the traditional...more

House Passes Act to Codify Section 4(a)(1½) Exemption for Resales of Restricted Securities

On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more

Assignments Of PACA Claims: New Opportunities For Unpaid Produce Sellers, Credit Insurance Companies, Claims Purchasers & Others

The Perishable Agricultural Commodities Act (“PACA”) is an invaluable tool for produce sellers to ensure repayment for goods sold and delivered. Traditionally, it has been used by sellers of produce to recover against...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Ireland

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? The European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 are designed to safeguard the rights of...more

FERC Substantially Modifies Filing Requirements for Market-Based Rate Sellers and Clarifies Rules on Priority Rights Granted to...

On October 16, 2015, the Federal Energy Regulatory Commission (FERC or “Commission”) issued Order No. 816 that revises filing requirements for market-based rate (MBR) sellers of electric energy, capacity, and ancillary...more

Deadline Extensions Possible for Expanded Retail Accountability Program

The rollout of the newly expanded Tennessee Retail Accountability Program is meeting with some opposition as the first reporting deadline under the 2015 changes in the program approaches. In response to these concerns, the...more

Second Circuit Upholds New York Ban on Credit Card Surcharges

Why it matters - New York’s ban on credit card sales transactions surcharges was upheld by the Second Circuit Court of Appeals, reversing a federal court judge’s 2013 ruling striking down the law and joining the majority...more

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