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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
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
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 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
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
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
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
In protracted contract negotiations, many clients become dismayed when a deal they thought had been agreed in a letter of intent is suddenly the subject of contentious exchanges between the parties and their counsel. The...more
The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more
Once a month, we cover an interesting topic with a short video. This month, Associate Sarah Beth Barnes discusses due diligence considerations related to COVID-19....more
During times of economic turbulence and commercial uncertainty, your business team and corporate counsel are well advised to undertake a more deliberate and thorough due diligence process when entering into contract and...more
Investors pursing global investment opportunities across the sports industry should be aware of the key considerations likely to apply to the M&A process amid the coronavirus (COVID-19) pandemic....more
It is readily apparent that the COVID-19 pandemic has had an impact on transactional activity—at least in the short term—for both buyers and sellers across a range of industries. Whether parties are still moving forward with...more
As a result of the recent unprecedented outbreak of the novel coronavirus (COVID-19), dealmakers and their advisors have yet another set of issues to address in connection with pending and future M&A transactions. While the...more
The myriad and rapidly evolving impacts of COVID-19, the disease caused by the novel coronavirus, are being felt across society—in the healthcare system, employment, politics and the economy. Those involved in corporate...more
Although COVID-19 is rightfully viewed primarily as a public health and humanitarian issue, it is worth considering the potential impacts of the virus on M&A activity as this dynamic situation unfolds. We are seeing the issue...more
The Consumer Financial Protection Bureau's Compliance Bulletin and Policy Guidance; 2016-02, Service Providers addresses the CFPB's expectation that companies oversee their business relationships with service providers in a...more
Developing a successful solar project begins with selecting the right project site and identifying real estate issues and risks during diligence. Having well drafted real estate contracts and conducting detailed real estate...more
By all accounts, 2019 proved to be another year of significant investment by private equity firms in the physician practice space. Below we discuss 10 trends we observed as counsel on a number of these transactions during...more