Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties...more
On August 2, the U.S. Court of Appeals for the Eighth Circuit decided a case addressing Nebraska’s authority to require tribal cigarette manufacturers that are not parties to the Master Settlement Agreement (MSA) to comply...more
Summary - In King Crude Carriers SA & Ors v Ridgebury November LLC & Ors, handed down last month, the English Court of Appeal considered the principle in Mackay v Dick & Stevenson....more
A recent decision reported by Law360 is a useful reminder of the power of a remedy peculiar to Connecticut courts, the prejudgment remedy (PJR). Connecticut Superior Court Judge Bellis granted a $5M PJR on Saturday, March 2,...more
When it comes to real estate transactions, buyers are protected by the Purchase and Sale Agreement which operates as a contract between the buyer and seller. Purchase and sale agreements typically contain numerous...more
Much as one puts down earnest money in advance of closing on a home, or a lump sum down when buying a car, the buyer of a large commercial vessel will often lodge all or part of the purchase price with an escrow agent to...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Indemnity escrows are consistently seen in about two-thirds or more of...more
Companies often enter into supply agreements for component parts that are covered by or produced using a supplier's intellectual property (IP) rights, but do not give enough thought to IP licensing. In the face of supply...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: The use of separate escrows for purchase price adjustments has been...more
The ABA Private Target Mergers & Acquisitions Deal Points Study is published on a bi-annual basis. The 2021 Deal Points Study (the “Study”) analyzed 123 publicly available purchase agreements executed and closed in 2020 and...more
Bradley is proud to share the following information collected from the live polls presented at its weekly COVID-19 Compliance Roundtables. The polling covers hot topics, including forbearances, deferrals, HUD loss mitigation...more
European Leveraged Finance Client Alert Series: September 2021 - White & Case explores the use of escrows in the leveraged finance market, offering issuers and investors practical guidance on the mechanics, protections and...more
In Houseman et al v. Sagerman et al the Plaintiffs challenged the enforceability of the indemnification provisions in a merger agreement amongst other things. The Merger Agreement provided for an indemnification escrow....more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law....more
Bradley is proud to share the following information collected from the live polls presented at its weekly COVID-19 Compliance Roundtables. This report is intended to show industry trends, not facts, and does not necessarily...more
With an uptick in commercial wrangles expected as a result of measures taken to combat Covid-19, England is not alone in seeking to provide a welcoming jurisdiction to deal with such disputes. In this two-part post, we...more
Indemnification obligations are used to allocate risk between a buyer and a seller in nearly all mergers and acquisitions transactions. In an acquisition of a distressed company or its assets, however, the seller may not be...more
Source code escrow agreements have long been accepted by software providers in traditional on-premises software sales. But how often do we see on-premises software licenses today? An overwhelming number of vital business...more