In business, as in marriage, financial problems put stress on a relationship and are a common cause of divorce. No business divorce is easy, but partners who have ahead of time vetted governance, dispute resolution,...more
When considering whether to acquire a business through an asset sale, it is important for the purchaser to analyze what, if any, of the seller’s liabilities it must assume to continue the seller’s operations. Prudent...more
As the pandemic-induced recession continues, there will be increasing opportunities for investors to acquire failing businesses at bargain prices. Companies with sound business models that were until recently profitable may...more
If the 2008 recession gives us the ability to predict anything about upcoming trends in commercial litigation, it is that healthy companies, which normally would not be targeted as defendants, will be sued because the primary...more
As the COVID-19 pandemic continues with no certain end in sight, courts and lawyers alike must come to terms with the possibility that the conduct of trials may require dramatic changes to keep the wheels of justice turning....more
The U.S. Court of Appeals for the Second Circuit recently reaffirmed a more than two-decades old decision holding that parties to a private, foreign arbitration proceeding cannot utilize federal courts to compel the...more
As the COVID-19 pandemic continues to reshape nearly all walks of life, the legal profession has likewise adapted to the new practicalities facing litigation. Perhaps no facet of the law has been more affected than jury...more
A great deal has been written about the M&A wars, including our prior alerts regarding the issues that arise when a buyer attempts to terminate a deal as a result of a seller material adverse effect (MAE) or the inability of...more
6/5/2020
/ Breach of Contract ,
CARES Act ,
Coronavirus/COVID-19 ,
Earn-Outs ,
Fiduciary ,
Force Majeure Clause ,
Loan Forgiveness ,
Mergers ,
Paycheck Protection Program (PPP) ,
Publicly-Traded Companies ,
Purchase Price Adjustment ,
Sandbagging ,
Sellers
It is a long-standing federal policy that arbitration agreements between parties are favored by courts. This policy holds true even in the case of foreign arbitration agreements, which the U.S. has agreed to recognize and...more
Risk allocation between parties is a key consideration in the negotiation of merger and acquisition (M&A) agreements. These contractual provisions are garnering even more attention as deal challenges continue to arise from...more
Just as no human being is naturally immune to the COVID-19 virus, no industry is immune to its economic effects—and related M&A activity across all industries proves no exception. In the weeks following the issuance of...more