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
For followers of developments related to National Bank Act (NBA) preemption and the United States Supreme Court’s related decision in Cantero v. Bank of America, N.A., 602 U.S. 205 (2024), the waning days of 2024 proved...more
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
The Israel Securities Authority recently published a legal staff position aimed at clarifying the applicability of the Payment Services and Payment Initiation Regulation Law to activities conducted within trust/escrow...more
The CFPB recently issued a final rule increasing the asset exemption threshold for the Truth in Lending Act (TILA) requirement to maintain an escrow account for a higher-priced mortgage loan (HPML)....more
I regularly check the posts in the Maryland Lawyers group on Facebook. Posts often contain useful general information about the courts, such as with MDEC. Other times, lawyers share potential client referrals. But mostly I...more
Representation & Warranty Insurance (“RWI”) is specialty insurance coverage purchased for M&A deals which provides third-party insurance coverage for certain breaches of the Seller’s representations and warranties in the...more
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more
In a significant development for state unclaimed property programs, Wisconsin has joined a bipartisan coalition of 30 states in reaching a settlement with Delaware, effectively concluding a long-standing dispute over...more
What is the typical size of an adjustment escrow? A common rule of thumb is 1% of overall deal value, but the size varies depending on deal value and the underlying characteristics of the business (including the net working...more
Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum...more
Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for...more
As we reported in June, the Supreme Court handed down a decision in Cantero v. Bank of America on bank pre-emption matters that remanded cases decided by three different Circuit Courts, finding that the courts did not apply...more
Following the Supreme Court’s 2023 decision in the MoneyGram case, Delaware and a coalition of 30 states have settled. Our Unclaimed Property Team examines the impact of the settlement on future litigation over escheated...more
On May 30, the U.S. Supreme Court issued a unanimous decision in Cantero v. Bank of America, vacating and remanding a decision by the Second Circuit that concluded that the federally authorized powers of national banks under...more
On August 27, we blogged about the Ninth Circuit unpublished panel opinion in Kivett v. Flagstar Bank issued upon remand of the case from the Supreme Court with instructions to follow the guidance of the Supreme Court...more
In a surprising quick turn of events, on remand from SCOTUS, the 9th Circuit, on August 23, 2024, issued its unanimous unpublished panel opinion in Kivett v. Flagstar Bank, FSB (Kivett II) in which it essentially re-affirmed...more
Texas property taxes and the general residential homestead exemptions have been all over the news this past year due to the passing of Proposition 4 in November 2023. This law increased the annual Texas homestead tax...more
On May 30, 2024, the Supreme Court reversed the Second Circuit’s holding that New York General Obligation Law § 5–601, which mandates banks to pay borrowers the interest accumulated on a balance held in an escrow account for...more
The issue before the Supreme Court in Cantero v. Bank of America was straightforward: does the National Bank Act preempt a New York state law requiring all banks, including national banks, to pay interest on certain mortgage...more
On May 30, the U.S. Supreme Court unanimously decided Cantero, reaffirming and elaborating on the Barnett Bank preemption standard, and remanding the case to the Second Circuit for further proceedings. Cantero addressed...more
On June 10, 2024, the Supreme Court granted the petition for a writ of certiorari and issued a summary disposition in Flagstar Bank, N.A. v. Kivett. The Supreme Court vacated the judgment and remanded the case to the Ninth...more
The Abu Dhabi Global Market (ADGM) recently issued a consultation paper seeking opinions on how to revamp its real estate legal framework in light of the expansion of the ADGM territory to include Al Maryah Island and Al Reem...more
On May 30th, an unanimous Supreme Court ruled that the Second Circuit needed to take another shot at evaluating whether Bank of America, a national bank, can pre-empt a New York state law requiring the payment of interest on...more
On May 31, 2024, the Alabama Supreme Court released its opinion in Crystal Kaye Coan v. Championship Property, LLC, SC-2023-0740. For the first time, the court held that a servicer and/or high bidder from a foreclosure sale...more