Sellers Buyers

News & Analysis as of

The English Court’s Approach to interpretation of Material Adverse Effect provisions

The English High Court recently considered whether a downward revision of a profit forecast would constitute a “material adverse effect” within the parameters of the provision agreed on by the parties in the share purchase...more

Buyers of Mississippi Real Property Relieved of Liability For Nonresident Seller Tax Withholding

The responsibility for withholding, reporting, and paying tax on the gain realized on the sale of real property by a seller who is not a resident of the State of Mississippi is now back where it belongs: with the seller. ...more

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

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

"Popularity of Locked-Box Deals in the UK: Price Certainty, Other Benefits for Buyers"

In the U.K. M&A market, the continuing trend in recent years has been an increase in the number of deals being completed on the basis of a locked-box pricing mechanism. In a locked-box transaction, as opposed to the...more

Appellate Court Notes

Supreme Court Advance Release Opinions: SC19359 - Persels & Associates, LLC v. Banking Commissioner - Noting that it has generally been the policy of the Courts to defer to the Legislature, especially as to the...more

The Meritas Guide to Employment Law On A Business Sale in Europe, Middle East and Africa - April 2015: Austria (Updated)

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? In Austria, all labour law questions concerning the transfer of business are ruled by the Arbeitsvertragsrecht- Anpassungsgesetz (AVRAG), EU...more

Considering Selling Your Company? Tip #1: Set Realistic Pricing Expectations

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community –...more

Five Tips for a Successful Exit

Any number of factors can trigger a tech company’s exit: worn-out founders, anxious investors, industry consolidation, or wild, Instagram-like success. As tech founders and executives contemplate the possibility and timing of...more

Beware of the Use of Derivatives in the Purchase and Sale of Private Shares

The SEC is examining the use of derivatives in the secondary market for shares of private companies. The trading of shares of private companies remains robust, and we are writing this alert to remind everyone that whether you...more

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

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

Fines Issued for Transfer of Customer Data in an M&A Asset Deal

Recent enforcement actions by the Bavarian Data Protection Authority (DPA) [Bayerisches Landesamt für Datenschutzaufsicht] highlight the importance of severe restrictions placed on the transfer of such data, even in the...more

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

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

Representation and Warranty Insurance: No Longer Optional - Deal Terms and Trends - Summer 2015

Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the...more

A timely lesson: understanding how a sale contract dispute may have serious financial consequences beyond that contract alone

In the recent case of Sang Stone Hamoon Jonoub Co Ltd v Baoyue Shipping Co Ltd ([2015] EWHC 2288 (Comm)), Mr Justice Males provided direction on the potential liability of cargo owners to shipowners where they do not take...more

Customer Data in Corporate Sales - A Privacy Issue: German Privacy Watchdog Fines Seller and Purchaser for Personal Data Transfer

In a press release on 30 July 2015, the Bavarian data protection authority (DPA) announced that it had recently fined both seller and purchaser for unlawfully transferring customer data as part of an asset...more

Is An Asset Purchaser Liable For Seller’s Withdrawal Liability?

Many asset buyers believe that, as long as they do not agree to ERISA Section 4204’s sale of assets exception to withdrawal liability, they will acquire the seller’s assets free and clear of any prior contribution history and...more

Microbusiness Law

In This Presentation: • What your small business clients need to know • Drafting Governing Documents • Business Contracts for Microbusinesses • Intellectual Property Considerations • Acquisition...more

M&A: Facilitate Deal-Making through the Use of Representation and Warranty Insurance

In this frothy, seller-driven M&A market, representation and warranty insurance can help bridge the gap between a buyer and seller and facilitate deal-making. In M&A transactions, a seller seeks to limit the extent to...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

When is a "contract for the sale of goods" not a contract of sale of goods?

A recent decision in the English Commercial Court has potentially significant ramifications for the shipping and trading industry. This decision will be of interest to...more

The Defaulting Seller and a Notice of Lis Pendens

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

Securities and Corporate Governance Litigation Quarterly

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Health Care Rep and Warranty Insurance: New Solutions for Private Equity Buyers and Sellers

Whether in an auction or proprietary transaction, risk allocation has typically been a function of indemnities tied to reps and warranties and the type of credit supporting the type of supporting credit. Holdbacks, earnouts,...more

The UCC Shelter Rule: What Is It and How and When Should It Be Invoked?

What if a note is missing an endorsement or there are other problems with the negotiation of the note (e.g., the allonge is not properly affixed), such that the person to whom the note was delivered and who is in possession...more

Addressing Tax Liabilities In A Business Sale An Important Task

When a business owner is working on selling his or her business, there is a lot of planning that goes into the process. One important aspect of selling a business is to work out a tax strategy. In any business sale, potential...more

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