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Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

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In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

What's Market: Use of Knowledge Qualifiers

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In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. The scope and detail of these...more

Goulston & Storrs PC

What's Market: Compliance With Laws Representations

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In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

DarrowEverett LLP

When Florida's Transfer Tax Applies to Real Estate Deals: Handy Scenarios

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Buyers and sellers of real property anticipate some tax consequences from a real estate transaction, but typically these concerns are limited to federal income tax implications. The reality is that most states impose various...more

DarrowEverett LLP

Allocating Risk in Real Estate Sales: Representations and Warranties

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Although a majority of buyers in real estate transactions rely on their own inspections of property, most real estate purchase and sale agreements contain some seller representations and warranties regarding key factual...more

DarrowEverett LLP

How DOJ's Safe Harbor Policy Rewards Honesty Within M&A Deals

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Be you a merger and acquisition attorney, corporate compliance officer, or counsel to an acquiring entity or target entity, you should review the Department of Justice’s new Merger and Acquisition Safe Harbor Policy...more

DarrowEverett LLP

Amid Corporate Transparency Act, You Gotta Represent In Transactions

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By now, many of you may have heard of the Corporate Transparency Act (“CTA”) and how it may increase compliance costs for many of your businesses in 2024. In brief, beginning January 1, 2024, the CTA will require foreign...more

Bass, Berry & Sims PLC

Healthcare Trends & Transactions Q3 2023

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After steadying during Q2, it appears the overall volume of deals in the healthcare industry declined in Q3 compared with Q2, and year-to-date 2023 is still down from last year. A slumping economy has no doubt played a large...more

White & Case LLP

Reverberations from the falling dominos of SVB, Signature and Silvergate are felt on European shores

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UK & European Financial Services M&A: Sector trends H2 2022 | H1 2023 — Banks - Top 3 drivers of UK and European bank M&A in the past 12 months: - Regional & domestic consolidation across Europe: >50 domestic bank...more

Jenner & Block

Client Alert: Ripple, and Terra, and Coinbase, Oh My!

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Three federal judges in the Southern District of New York sit at the center of the long-running battle between the SEC and the crypto industry, overseeing cases that may eventually bring clarity to the industry. After two...more

Kohn, Kohn & Colapinto LLP

SDNY Order Clouds the Water on SEC Crypto Jurisdiction

On July 13th, Judge Analisa Torres of the United States District Court for the Southern District of New York entered an order that was quickly celebrated by the crypto world (SEC v. Ripple Labs, Inc., No. 20CIV10832ATSN;...more

DarrowEverett LLP

The Ripple Effect: SEC’s Battle Vs. Crypto Gains Some Clarity

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The U.S. Securities and Exchange Commission (“SEC”) is paying considerable attention to the world of cryptocurrency (“crypto”). According to the SEC website, the SEC has brought more than 50 enforcement actions against crypto...more

McDermott Will & Emery

HPE Miami 2023 | Current Issues and Trends in Purchase Agreement Negotiations and Rep & Warranty Insurance

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During this session, Gregory Metz, partner and co-head of McDermott’s Private Equity Practice Group, and Partner Michael McStay moderated a panel that discussed current issues and trends in purchase agreement negotiations and...more

White & Case LLP

New Technologies in the Consumer & Retail Industry – Key Legal Issues and Risks

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The consumer and retail industry has experienced a rapid growth in the use of new technologies, as both online businesses and brick-and-mortar sellers converge into multi-channel players and compete for customers and for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - March 2023

Circuits Split Over Whether Targeting Is Necessary for Seller Liability - Key Points - - While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more

Sheppard Mullin Richter & Hampton LLP

NFT Insider Trading Compliance Policies – What They Cover and Why You Need One

It is well known that insider trading—the practice of buying and selling stocks, bonds, or other securities based on material, non-public information—is unlawful. For that reason, many companies have compliance programs and...more

Sheppard Mullin Richter & Hampton LLP

The Second U.S. NFT Property Is Ready To be Auctioned

Propy has announced that the second U.S. NFT-backed property (see our blog about the first NFT sale here in which we discussed blockchain technology, and specifically how the sale works) is set to be auctioned, with a...more

Sheppard Mullin Richter & Hampton LLP

Blockchain Technology Is Changing The Real Estate Industry

On February 10, 2022, the first NFT-based property was bought through an auction on Propy, a blockchain-focused real estate company. The Florida home was sold for $653,163 worth of Ether, and the home’s property rights were...more

Sheppard Mullin Richter & Hampton LLP

SEC Proposed Amendments Could Significantly Impact DeFi Companies

The U.S. Securities and Exchange Commission (SEC) recently issued proposed amendments to the Securities Exchange Act (the “Exchange Act”) that would significantly broaden the definition of “exchange” for purposes of...more

International Lawyers Network

Buying and Selling Real Estate in Costa Rica (Updated)

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER COSTA RICAN LAW - General - Real estate law in Costa Rica is governed by the principles established in the Costa Rican Civil Code for acquiring, selling and in any way disposing...more

International Lawyers Network

Buying and Selling Real Estate in Argentina (Updated)

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ARGENTINIAN LAW - I. INTRODUCTION. Below you will find a brief outline of the legal regulation of the acquisition of real estate property in Argentina, which is mainly governed...more

Chartwell Law

Including a Love Letter with a Real Estate Bid May Expose Brokers to Discrimination Lawsuits

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As the real estate market continues its strong showing, many frustrated buyers are turning to “love letters” in an attempt to sway sellers into taking their offer over other competing bids. While pulling at the heartstrings...more

Davis Wright Tremaine LLP

Selling the Family Business: Dispute Resolution Mechanisms

Unlike in litigation, most parties to an M&A transaction are actively working towards a shared, overarching goal. Namely, they both want to get the deal done expeditiously. However, it would be a mistake to assume that the...more

Pillsbury Winthrop Shaw Pittman LLP

Carbon Emissions and the Recent Climate Mobilization Act of New York City

The new Presidential administration has set off a renewed emphasis on sustainability and climate change. While owners and other stakeholders involved in New York City real estate have been grappling with many of these issues...more

Skadden, Arps, Slate, Meagher & Flom LLP

WEX Win Interpreting COVID-19 Material Adverse Effect Shows M&A Drafting Traps

On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more

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