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Contract Terms Risk Management Due Diligence

McGinnis Lochridge

Insurance Producer Exposure When Procuring Cover for Sophisticated Clients

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Generally speaking, insurance producers face fairly routine obligations when procuring cover. Every state imposes a general duty to exercise that degree of care, skill and diligence a reasonable producer would exhibit to his...more

Goodwin

Exclusivity Provisions: Fintechs Need an Active Backup Bank

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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

Ankura

Strategic Transition Service Agreements: Ensuring Seamless Business Continuity in M&A Transactions

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Transition Service Agreements (TSAs) play a critical role in acquisitions across various industries. These agreements outline the terms whereby the divested company pays (or receives payment from) the parent company for...more

Bilzin Sumberg

Key Considerations for Solar Panel Rooftop Leases

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Solar panel rooftop leases have become increasingly popular among real estate owners in Florida, and beyond, as an additional revenue generator for commercial properties, in large part because owners often perceive them as...more

Mayer Brown

Navigating M&A Transactions Amidst Trump’s Tariffs: Five Key Legal Issues to Consider in Today’s Market

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The introduction of tariffs under the Trump Administration—and their subsequent partial (yet perhaps temporary) rollback—has added a new layer of complexity and a great deal of uncertainty to the high-stakes world of M&A...more

BakerHostetler

Methods To Allocate Tariff-Related Risks in M&A Agreements

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Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more

Mayer Brown

Subscription Credit Facilities: Understanding the Collateral

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Subscription credit facilities, commonly referred to as “sub-lines” or “capital call facilities,” are a cornerstone of private equity finance. These facilities are secured by a bespoke collateral package that protects lenders...more

Proskauer - The Patent Playbook

The Crucial Role of Patent Due Diligence in Mergers & Acquisitions: Spotting Patent Litigation Risks Before Closing a Deal

In today’s rapidly evolving business landscape, mergers and acquisitions (“M&A”) remain a common strategic priority for companies aiming to grow, innovate, or strengthen their market position. However, the complexity of these...more

Vinson & Elkins LLP

Once More Unto the Breach: Navigating Supply Chain Disruption Amid the Trade Wars – a Construction Contract Checklist

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The tectonic plates have shifted once again, this time with trade tariff announcements from the incoming Trump administration, sowing the seeds for another potential supply chain disruption event. In times like these owners,...more

Ropes & Gray LLP

Considerations When Contracting with Academic Spinouts

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Due in part to the Bayh-Dole Act of 1980, which incentivized universities to commercialize their technology, the number of academic spinouts has grown in recent years. This is particularly true in the life sciences space,...more

Procopio, Cory, Hargreaves & Savitch LLP

Eleven Concepts Business Teams Need to Know About Indemnification and Protection in Private Company M&A: Cutting Through the...

Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more

Maynard Nexsen

Four Points of Sail for a Smooth Closing

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Smooth is fast. We all want smooth and fast transactions, and if 2025 yields the increased deal volume we all hope, it will be important to move quickly and streamline the closings. Basics for a smooth transaction, a list I...more

Oliva Gibbs LLP

OG Talks: Good Energy and Navigating Transactions

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Join Oliva Gibbs LLP's co-owners Brad Gibbs and Zack Oliva, alongside Partner Patrick Schenkel, as they delve into the intricacies of transactional law in the oil and gas sector. From navigating jurisdiction-specific...more

Stevens & Lee

Planning for 2025: Track Your Post-Closing Obligations for Health Care Transactions

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While the new year presents an opportunity for businesses to look forward and set goals for performance in 2025, former owners of medical practices or other health care-related businesses who sold their enterprises in 2024...more

Smith Debnam Narron Drake Saintsing & Myers,...

Managing Subcontractor Risks: A Legal Guide for General Contractors

Subcontractors play a pivotal role in construction projects, providing specialized skills and services essential for bringing projects to fruition. However, with this collaboration comes inherent risks that can significantly...more

Pillsbury - Global Sourcing Practice

Old Tricks for the New Dog: Why Traditional Technology Sourcing Best Practice Is Relevant for Cutting-Edge AI

Since the release of OpenAI’s ChatGPT, the intense hype around large language models (LLMs) and complex AI systems has exploded. Organizations have rushed to both try and buy these new tools. Along with it, a flood of...more

Ward and Smith, P.A.

The Impact of COVID-19 on M&A Transactions

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As the impact of COVID-19 on financial markets continues to play out, so does its effect on M&A transactions. Many deals have been cancelled or are on hold as parties struggle with valuation, availability of financing, and...more

Bowditch & Dewey

[Webinar] New Contracts: Pandemic Impact on Contract and Transaction Due Diligence - October 27th, 3:00 pm - 4:00 pm ET

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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

Harris Beach Murtha PLLC

Coronavirus & Material Adverse Change Clauses in M&A Deals

The coronavirus (COVID-19) global pandemic continues to dominate worldwide news cycles, and will likely do so for the foreseeable future. Parties to business transactions might be left wondering how the coronavirus and...more

Goodwin

COVID-19 and the Impact on M&A

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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

Benesch

M&A Pitfalls in the Cannabis Industry

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M&A is nothing new to the cannabis sector. The industry has experienced substantial consolidation activity to date and this trend will only increase in the months and years to come. However, if cannabis companies looking to...more

Latham & Watkins LLP

Baking the Books — Recent Instances of Fraud Highlight the Need for Vigilance in M&A Deals

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Buyers’ best defence against M&A fraud requires rigorous, pre-closing due diligence — when fraud is suspected, deal teams should seek legal advice and proceed with caution. Recent high-profile fraud cases gravely...more

Burr & Forman

Do You Understand Due Diligence in Physician Practice Acquisitions?

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Often in the sale of a physician’s practice, the owner of the selling practice (the “Selling Practice”) may desire to structure the transaction as what some refer to as a “handshake deal” – using minimal documentation and...more

Wilson Sonsini Goodrich & Rosati

Threading the Needle—Avoiding Antitrust Violations During the M&A Pre-Closing Period

Merging parties need to share information and cooperate while negotiating a merger, conducting due diligence, and navigating integration processes. These needs, however, often dovetail with antitrust laws—specifically, the...more

Robinson & Cole LLP

Let The Buyer Beware—The Pitfalls of Buying Claims In Bankruptcy Cases

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Bankruptcy court decisions from New York, Wilmington, and Chicago provide a costly reminder to bankruptcy claim purchasers that the principle of caveat emptor is alive and well. The sale of bankruptcy claims has become...more

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