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Virtually every bank’s form lending program agreement we’ve negotiated for our fintech clients has come with an exclusivity provision. The bank’s policy behind them is simple: We’ve put in the time, effort, expertise...more
Thinking about selling your business or a piece of real estate? You’ll likely need to start with a Letter of Intent (LOI), so it is important to know the basics before you dive in....more
A significant inducement in many new leases and lease renewals is landlord funding and/or constructing improvements that customize the leased premises to the needs of the tenant’s business. The allocation of cost for these...more
Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as...more
In the face of economic and geopolitical disruption, companies are increasingly entering into joint ventures, strategic investments, and partnerships (JVs) to address their most pressing challenges. In fact, the number of new...more
While sellers typically initiate the first drafts of commercial real estate purchase and sale agreements, some larger buyers have the leverage to require use of their own form agreements. Sellers in these situations should be...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER AUSTRALIAN LAW - INTRODUCTION - The majority of land in Australia consists of freehold title. Registration of ownership of freehold title is recorded using the Torrens...more
Looking to take some of the worry out of commercial real estate transactions? Then we highly recommend that you join us for our upcoming webinar: Risk Mitigation Strategies When Drafting Commercial Real Estate Purchase and...more
If you’re a government contractor in the manufacturing industry looking to buy or sell your business, there are specific concerns you should be aware of to protect your interests. This webinar will guide you through legal and...more
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
This CLE course will cover the negotiation and structure of permit and license clauses in hotel purchase sale agreements, with an emphasis on liquor licenses. Our panel will discuss pitfalls in drafting and high priority...more
John Livingston, Kilpatrick’s Real Estate Investment and Development Team Chair, recently spoke at the firm’s inaugural “In-House Counsel Summit” in Durham, North Carolina. This full-day event featured multi-practice CLE...more
Key Facts of Real Estate Acquisitions Under Australian Law - INTRODUCTION - The majority of land in Australia consists of freehold title. Registration of ownership of freehold title is recorded using the Torrens ...more
In our previous article, we detailed the role and importance of the letter of intent (LOI) in establishing a framework for selling a dental practice. Now we will discuss the next step in the transaction – performing due...more
Due diligence is a standard phase of any corporate transaction, whether structured as an asset or stock sale or joint venture, and sellers are often surprised, and even overwhelmed, by the comprehensiveness of the diligence...more
From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more
Learn More About Environmental Due Diligence and Lease Considerations for Landlords and Tenants - On Tuesday, August 8, from 12–1 p.m. (ET), attorneys from Ulmer's Real Estate practice will host a complimentary webinar on...more
In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more
On June 6, 2023, the Board of Governors of the Federal Reserve System, Office of the Comptroller of the Currency and Federal Deposit Insurance Corp. (collectively, the “Agencies”) issued final interagency guidance that...more
Hosts Lynda Bennett and Eric Jesse build on their recent discussion with Lowenstein M&A Chair and Transactions & Advisory Group co-Chair Marita Makinen about the current state of play in the M&A and private equity space. The...more
Developing successful renewable energy projects begin with selecting the right project site. Securing site control using well drafted real estate contracts and conducting thorough real estate diligence can help identify...more
You’re in the thick of week two of negotiations on a term sheet with a potential investor and you can’t help but wonder why you’re spending so much time on a document that has “nonbinding” written all over it. While it is...more
Join attorneys from Ulmer’s Real Estate Practice as they host a complimentary webinar on the impact of cell towers on property ownership and the perspectives of both property owners negotiating with tower operators and those...more
When a borrower is seeking real estate financing, there is invariably timing pressure to solidify a mortgage loan term sheet (on occasion, in the form of a loan commitment or loan application), so that the next steps in the...more