FCA Implications for M&A Transactions
Is the Deal Done? Litigation After Mergers and Acquisitions – Speaking of Litigation Video Podcast
Protect Yourself and Your Business with Indemnification Understanding
SaaS Transactions: Data-Related Issues in SaaS Agreements - Tech Podcast
In mergers and acquisitions involving government contractors, the False Claims Act is an important consideration that both buyers and sellers need to address, particularly if the target company is the focus of an FCA...more
For companies in construction, development, or any industry reliant on major capital projects, the current risk environment is fraught with complexity. Material costs are volatile, insurance carriers are tightening coverage,...more
In the current regulatory environment, both buyers and sellers of companies within the food industry face significant challenges navigating regulatory requirements. In this article, we discuss how to assess and quantify...more
Earlier this May, we wrote about how the Alabama Supreme Court held that “hold harmless” and “indemnify” may be considered synonyms, even if the terms appear separately in a contract. The court’s decision in Adams v....more
The Delaware Chancery Court’s decision in Northern Data AG v. Riot Platforms, Inc. erects a dividing line between post-closing purchase price adjustments (“PPA”s) evaluated by an accounting expert and representation and...more
La CAA de Paris rejette la qualification d’acte anormal de gestion retenue par l’administration fiscale concernant le versement d’indemnités de résiliation anticipée de prêts intragroupe. La Cour relève notamment que la...more
Buyers of real estate companies holding real estate in the United Kingdom need to be aware of "associated company" risk under the Building Safety Act 2022 ("BSA")—the potential for BSA liabilities of other companies in the...more
Smart acquirers gain the competitive edge by offering price certainty and minimizing post-closing dispute exposure....more
Strategic cargo theft—fraudulent schemes where criminals pose as legitimate carriers or brokers to gain possession of freight—has surged across the U.S. freight market. Since the first quarter of 2021, strategic cargo theft...more
The purchase order, or PO, is a ubiquitous transaction document introduced by accountants principally for the twin purposes of budget control and fraud prevention. But the PO form also gives you a chance to achieve certain...more
Understanding contracts is essential for directors and managers who aim to foster strong business relationships and ensure smooth operations within their community. Contracts, by definition, are legally enforceable agreements...more
Construction Contract Must-Haves - A successful construction project doesn’t just depend on skilled labor and good materials—it starts with the contract. A well-drafted construction contract sets expectations, defines...more
Undisclosed liability claims in M&A have more than doubled since 2022. They now account for 24% of all breach of representations and warranties (R&W) indemnification claims and are one of the most significant post-closing...more
Despite recent setbacks, a number of U.S. offshore wind projects remain on the books and on track. A recurring issue with these projects concerns what contractual indemnity scheme should apply. For offshore oil and gas...more
On Tuesday, September 9, over 60 shipping containers fell from the ZIM vessel Mississippi into the water at Pier G in the Port of Long Beach. While the incident resulted in no injuries, the accident caused several containers...more
In Trustees of Boston University v. Clough Harbour & Associates LLP, the Massachusetts Supreme Judicial Court considered anew whether a construction defect claim tendered under the terms of a bespoke contractual indemnity...more
As ransomware threats, data breach litigation, and supply chain cybersecurity concerns become increasingly more common and costly, buyers of tech, SaaS, and outsourcing services are giving far more weight to cyberliability...more
Industrial property transfers are drawing renewed interest from both domestic and foreign investors. These assets can be attractive, but US environmental law imposes strict, often joint and several, liabilities that can...more
Artificial intelligence (AI) is transforming the way companies develop, deploy, and license technology. But with that transformation comes new intellectual property (IP) challenges that extend far beyond traditional software...more
When start-ups dream of an exit, they picture ringing the bell at an IPO or celebrating a headline-grabbing acquisition. But what happens when the journey takes a detour through the valley of distress?...more
When a merger or acquisition closes, many executives assume the legal work is over. But as this episode of Speaking of Litigation reveals, signing on the dotted line may be just the beginning. Avoid post-closing litigation...more
When a dispute arises after completion of an M&A transaction, buyers often find themselves facing complex challenges in recovering losses for breaches of warranty or under an indemnity clause. Warranty and indemnity (W&I)...more
The English Court of Appeal has handed down an important judgment in Farley v. Paymaster (Equiniti) on when compensation may be claimed for nonmaterial damage (such as distress or anxiety) arising out of breaches of the...more
When negotiating your organization’s contracts, you may be tempted to assume that including an insurance provision requiring your counter-party to maintain adequate policies covering their obligations to you is relatively...more
Join attorneys Sarah Sawyer and Russell Berger from Offit Kurman as they discuss indemnification clauses in contracts. They explain what indemnification means, its implications, and the importance of carefully reviewing and...more