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Liability Acquisitions

Proskauer - Health Care Law Brief

Spurred on by the Steward Health Care Bankruptcy, Massachusetts Adopts Bill Regulating Private Equity and REITs in Health Care,...

On January 8, 2025, Massachusetts Governor Maura Healey signed into law House Bill 5159 (the “Bill”). The Bill grants the state new regulatory powers to oversee and review health care transactions involving private equity...more

Whiteford

Private Company M&A – Rep & Warranty Insurance: A “Zero-Liability” Promised Land for Sellers?

Whiteford on

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

Seward & Kissel LLP

Employment Considerations in Portfolio Company Acquisitions

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A private equity (PE) firm’s primary objective is to generate returns on its investments. When a PE firm acquires a portfolio company (PortCo), one way the PE firm increases its returns is by making employment-related...more

Bracewell LLP

Comprehensive WARN Act FAQ for Employers in the Energy Sector

Bracewell LLP on

The US energy sector’s ongoing consolidation wave, which saw $250 billion worth of deals in 2023 and continues into the current year, is reshaping the industry landscape. As companies seek to deploy cash reserves and enhance...more

Walkers

Jersey Company Law Series - Reduction of capital without Court approval

Walkers on

The Companies (Jersey) Law 1991, as amended, (the "Law") includes a simple procedure by which Jersey companies are able to carry out a reduction of capital without obtaining court approval, thereby providing a further...more

Proskauer Rose LLP

Talking Trends with Blue Owl

Proskauer Rose LLP on

In Women in Private Credit: Talking Trends, we delve into the world of private credit through the lens of eminent women in the field — from professionals at the forefront of industry leadership to our own lawyers. Together,...more

Farrell Fritz, P.C.

Stop Blaming the Parents! – The Scope of Parental Liability for a Subsidiary’s Contract

Farrell Fritz, P.C. on

Misbehaving children? Blame the parents, right? Not so in the corporate context, at least according to Manhattan Commercial Division Justice Robert R. Reed in a recent decision, Memorial Sloan Kettering Cancer Ctr., v....more

Ward and Smith, P.A.

Purchases and Sales of an Incorporated Business: Asset Acquisitions and Stock Sales

Ward and Smith, P.A. on

There are two primary ways to structure the taxable purchase and sale of an incorporated business.  The parties may engage in an asset acquisition, in which the buyer purchases assets directly from the target corporation....more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – April 2023 | Insights

This edition of Skadden’s quarterly Insights looks at the rising number of de-SPACed companies seeking Chapter 11 protection, the growth of a market designed to assume legacy liabilities, an effort to establish...more

A&O Shearman

Delaware Court Of Chancery Finds Buyer Assumed Post-Closing Liability In Connection With Seller’s Pre-Existing Settlement...

A&O Shearman on

On September 30, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted summary judgment to the seller of several cigarette brands, finding that the buyer was responsible pursuant to an asset purchase...more

King & Spalding

M&A, Real Estate and Other Transactions

King & Spalding on

While sophisticated transaction parties have been aware for some time of the need to evaluate potential liabilities associated with PFAS compounds, EPA’s proposal to designate PFOS and PFOA as hazardous substances under...more

Tarter Krinsky & Drogin LLP

Part 1: What You Need to Know About Amazon FBA Asset Purchase Agreement

In the U.S., most transactions involving the purchase of an Amazon FBA business involve the purchase of the business’ assets as opposed to the entirety of the business. These transactions are known as asset purchase deals and...more

White & Case LLP

M&A transaction terms: Comparing Africa to Europe

White & Case LLP on

Significant differences exist between terms that typically apply in M&A transactions in Africa and Europe - "Acquirers tend to view European markets as being more seller-friendly than African markets." Although the...more

McDermott Will & Emery

The New German Supply Chain Due Diligence Act (With a View Across the Border)

McDermott Will & Emery on

On 11 June 2021, the German Federal Parliament approved the draft bill on corporate due diligence in supply chains (Supply Chain Due Diligence Act), which was approved by the German Federal Council without any changes on 25...more

Goodwin

UK Supreme Court Decision On Parent Company Liability For Actions Of Subsidiary

Goodwin on

In February 2021, the UK Supreme Court handed down its judgment in Okpabi and others v Royal Dutch Shell Plc and another [2021] UKSC 3. The decision clarifies the position in relation to the liability of UK parent companies...more

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