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Health care M&A
Wanting Him to Stay Home, HS Running Back’s Mom Takes Letter of Intent to Lawyer
Despite a global pandemic and a bingo-card full of natural disasters and calamities, the commercial real estate market has been extremely active over the past two years. While there are some signs that activity will be less...more
California law has the potential to produce unintended consequences in real estate transactions. Below are a few of the legal “gotchas” that deal makers should keep in mind in transactions where California law governs. ...more
You might know it as a letter of intent or a term sheet. Maybe you’ve heard it referred to as an MOU, or memorandum of understanding. Whatever you call it, this document of about five pages is a summary of the terms of a deal...more
On December 23, 2015, the Delaware Supreme Court held that SIGA Technologies, Inc. cannot avoid paying $113 million in expectation damages (plus interest) to PharmAthene, Inc. for breaching an express agreement to negotiate a...more
Prior to entering into a definitive commercial agreement, parties often enter into a letter of intent, a term sheet or a memorandum of understanding (a preliminary agreement). Some of the provisions in the preliminary...more
As I discussed in a prior blog post, agreements to negotiate in good faith can be enforceable. Nevertheless, I recently was reminded when re-reading Schwanbeck v. Federal-Mogul Corp., that if you really want an agreement to...more
This interesting decision upholds a claim based on the alleged duty to negotiate a contract in good faith. This confirms the need to be careful in wording letters of intent or you may be obligated for more than you were...more
Most real estate deals begin with a letter of intent defining the principal terms of the deal, the only enforceable paragraph of which is an agreement to keep the transaction strictly confidential. Prior to the start of due...more
Your time is valuable. So is the business that you are thinking about selling or the business you intend to acquire. You may also be thinking that before running up professional advisor costs, your business folks should...more
The Federal Circuit recently denied a request for rehearing en banc in the matter of Commil USA, LLC v. Cisco Sys., Inc., in a 6-5 vote of the participating judges. 2013 U.S. App. LEXIS 21713 (Fed. Cir. Oct. 25, 2013)...more
Tire-kickers, prevaricators and those who might otherwise agree on a term sheet with little intention of closing the deal beware: A “non-binding” term sheet is sometimes binding....more
Letters of intent and other similar pre-contractual documents, such as term sheets or memorandums of understanding, are used extensively in California real estate transactions as a means for negotiating parties to demonstrate...more