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
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
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
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
In most cases, if this blog mentions Concepcion, it means that a court has found a state statute or line of decisions is preempted by the FAA. A Maryland rule, however, recently ran the Concepcion gauntlet and survived. See...more
In This Presentation:
- General Indemnity:
(1) Background and structure
(2) Main provisions
(3) Conduct of claims
- Antitrust Indemnity:
(2) Main provisions
(3) Conduct of...more
When Do We Close? -
In today’s post we turn to Question #2 – “When do we close?.” “Closing” is the focal point of any commercial transaction, with good reason. It’s the date that the purchase price is paid to the...more
Originally published in Deal Points: The Newsletter of the Mergers and Acquisitions Committee - American Bar Association - Winter 2013.
When the seller of a business or the assets of a business is negotiating the scope...more
Auction houses typically do not disclose the identity of the seller on their sales contracts. A recent New York trial court decision may drastically change that longstanding practice.
The auction trade is supply-driven....more
Italian Law No. 228 dated December 24, 2012, which approved the 2013 budget, contemplates, among others, a new tax applicable to certain financial transactions (the “Tobin Tax”).
The Tobin Tax will apply to transactions,...more
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