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Contract Negotiations Post-Closing Rights Contract Terms

DarrowEverett LLP

Balancing the Scales: Purchase Price Adjustments in M&A Transactions

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In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more

DarrowEverett LLP

When Silence Is/Isn't Golden in Commercial Real Estate P&S Agreements

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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

Jones Day

Delaware Court Holds That Delaware "Should Be a Pro-Sandbagging Jurisdiction"

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On March 9, 2022, the Delaware Court of Chancery issued a post-trial decision in Arwood v. AW Site Services, LLC, subsequently amended on March 24, 2022. The plaintiff, John Arwood, had spent decades building a waste...more

Allen Matkins

Tactics to Avoid Unanticipated Post-Closing Leasing Costs

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Potential buyers and lenders evaluate existing leases of stabilized properties and anticipated lease income of value-add projects in determining which assets to acquire or finance. Rental income, whether existing or...more

Goulston & Storrs PC

The Sandbagging Conundrum Explained

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There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more

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