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Assignments › Acquisitions

An assignment is the transfer of a right or benefit from one party to another party. Assignments can occur in contract or real estate contexts.  A contract assignment refers to a situation where one party to... more +
An assignment is the transfer of a right or benefit from one party to another party. Assignments can occur in contract or real estate contexts.  A contract assignment refers to a situation where one party to a contract transfers his/her rights or benefits under the contract to a third party. In a real estate assignment, an interest holder transfers his/her interest in a particular parcel to another party. less -
Smith Anderson

Transferring Federal Government “Other Transaction” Agreements

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As we discussed in a prior Alert, parties buying or selling a business must consider how to properly transfer the seller’s contracts to the buyer. Part 42 of the Federal Acquisition Regulation (“FAR”) addresses the contract...more

Winstead PC

IP Assignment Agreements: Protecting Your Company Today and Saving Yourself from Headaches Tomorrow

Winstead PC on

For nearly all companies, but particularly companies in the technology sector, the intellectual property ("IP") they create are the crown jewels of the business. Without the IP, the company has nothing to sell....more

Goodwin

Top 10 Questions About Bankruptcy Sales - A Primer on Sales Under Section 363 of the Bankruptcy Code

Goodwin on

A bankruptcy sale is an opportunity to potentially acquire assets at distressed pricing. A bankruptcy sale also presents prospective bidders with a level playing field to conduct due diligence, submit a bid, and compete...more

BCLP

PPP & Asset Sales: Is the Buyer Required to Assume the PPP Note?

BCLP on

No. On October 2, the Small Business Administration published a procedural notice on changes of ownership for PPP borrowers. One specific area where we’ve seen confusion is whether the procedural notice requires a Buyer to...more

Dorsey & Whitney LLP

The Ghosts of Past Licensing Agreements Continue to Haunt Ms. Pac-Man

Dorsey & Whitney LLP on

1980 was a momentous year. Not only was it the year in which the Rubik’s Cube was first released, it was also when approximately 350 million people worldwide finally learned who shot J.R. on TV’s “Dallas” (spoiler alert: it...more

Burns & Levinson LLP

The Value of a Non-compete Agreement to an Acquiring Company Can Be Limited

Burns & Levinson LLP on

It is standard practice in M&A transactions for the acquired business to assign all if its contractual rights to the purchaser. While that may sound good in theory, depending upon how the underlying contracts are drafted,...more

Smith Anderson

Federal Small Business Set-Aside Contracts When Selling or Buying a Business

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In a prior Alert, we provided a high-level overview of the Anti-Assignment Act, which requires federal pre-approval for the sale of federal government contracts, often through a “novation agreement” signed by the seller,...more

Pillsbury Winthrop Shaw Pittman LLP

In Reversal, California Supreme Court Allows Assignment of Coverage for Liability Claims

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California’s Supreme Court has reversed its own heavily criticized decision from 2003 in Henkel Corp. v. Hartford Accident & Indem. Co. (2003) 29 Cal. 4th 934. In Fluor Corp. v. Superior Court, the Court announced that its...more

McGuireWoods LLP

New California Law Impacting Change in Control of Grocery Stores

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The new law, Assembly Bill 359, will require that, upon a “change in control” of a “grocery establishment,” the seller must prepare a list of “specified eligible grocery workers” for a successor grocery employer, which would...more

Pillsbury Winthrop Shaw Pittman LLP

Intent to Lose? Be Wary of Pitfalls Involving Intent-to-Use Trademark Applications.

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Merger and Acquisitions often involve the acquisition and/or assignment of trademarks. Companies acquiring trademarks must beware of potential problems lurking with intent-to-use (ITU) trademark applications (or applications...more

Bilzin Sumberg

Are Distressed Loan Fund Investors “Financial Institutions” And Why Does It Matter?

Bilzin Sumberg on

Once again, those of us in the commercial finance world are reminded of the age-old adage caveat emptor. This time the warning is directed at hedge funds and other investors with a penchant for purchasing distressed debt from...more

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