News & Analysis as of

Liability Due Diligence

DarrowEverett LLP

When Silence Is/Isn't Golden in Commercial Real Estate P&S Agreements

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While sellers typically initiate the first drafts of commercial real estate purchase and sale agreements, some larger buyers have the leverage to require use of their own form agreements. Sellers in these situations should be...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

Ankura

Risk Assessment and Management: Streamlining Document Review in Due Diligence with e-discovery Tools

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In the realm of due diligence, identifying potential risks and liabilities early in the process is crucial for legal teams and their clients. This early identification can significantly impact the outcome of mergers,...more

Vondran Legal

VRBO owners, does your welcome book and terms include a DO NOT TORRENT warning?

Vondran Legal on

Strike 3 Holdings is an adult pornography company located in California that has literally filed over 10,000 federal court copyright infringement cases across the United States for nearly a decade now. No company files more...more

IR Global

The human touch - AI’s role in commerce - The Visionaries

IR Global on

The Productivity Paradox: Does more technology mean less growth? Is there scope to use AI in commercial contracts? Will it save time, or ultimately cost more time in review and pose greater risk?...more

Allen Barron, Inc.

The Due Diligence of an Asset Purchase

Allen Barron, Inc. on

The due diligence of an asset purchase is quite often given less priority and attention than it should (read: must) warrant. An asset purchase transaction is often quite complex financially and legally. The buyer agrees to...more

Husch Blackwell LLP

Key Considerations in AI-Related Contracts

Husch Blackwell LLP on

Keypoint: Companies onboarding AI products and services need to understand the potential risks associated with these products and implement contractual provisions to manage them. With the rapid emergence of artificial...more

Cadwalader, Wickersham & Taft LLP

Secondary Fraud Claims Against a Non-Party to M&A Deal Allowed to Procced Under Delaware Law

On June 27, 2024, in Matrix Parent, Inc., et al. v. Audax Management Company, et al., the Delaware Superior Court denied Audax’s motion to dismiss, allowing to proceed H.I.G. Capital’s fraud claims in connection with its...more

Farella Braun + Martel LLP

New PFAS Listing Under Superfund Will Lead to Major Expansion of Liability

On April 19, 2024, the U.S. Environmental Protection Agency (USEPA) announced its final rule designating perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS) as hazardous substances under Section 102(a) of...more

Littler

EU Parliament Votes in Favor of the European Supply Chain Due Diligence Directive (CSDDD)

Littler on

On Wednesday, April 24, 2024, the EU member states in the EU Parliament voted in favor of the European Supply Chain Directive (Corporate Sustainability Due Diligence Directive – CSDDD). This is one of the final steps in a...more

NAVEX

The EU Corporate Sustainability Due Diligence Directive – March 2024 Update

NAVEX on

Just when the corporate world was getting a handle on the Corporate Sustainability Due Diligence Directive (CSDDD), the goalposts have moved again. The CSDDD has faced a rollercoaster of revisions over the past two years, but...more

Mayer Brown

EU Cyber Legislation Puts Emphasis on Board Responsibility

Mayer Brown on

What is a Management Body? Under both DORA and NIS2, a management body can be a body with managerial and/or supervisory functions. The powers and structure of management bodies vary within the EU Member State, and managerial...more

The Wagner Law Group

Merger and Acquisition Considerations for Employee Benefit Plans

The Wagner Law Group on

In the context of mergers and acquisitions, an acquisition target’s qualified retirement plans, health plans, executive compensation arrangements, and benefit programs (referred to collectively as “benefit programs”) can all...more

Seward & Kissel LLP

The Importance of Sanctions and Export Control Compliance

Seward & Kissel LLP on

The United States manages more than three dozen separate economic and trade sanctions programs. Those programs target specified foreign governments along with thousands of named individuals, groups and entities in accordance...more

Sheppard Mullin Richter & Hampton LLP

Buyer Beware: Tenth Circuit Issues Decision Emphasizing Critical Need for Employment Diligence

A recent decision from the Tenth Circuit Court of Appeals highlights some of the pitfalls of entering into commercial transactions without conducting thorough employment diligence – even in the asset purchase context....more

Foley & Lardner LLP

Top Legal Issues Facing the Manufacturing Sector in 2022

Foley & Lardner LLP on

As the global economy faces the third year of the pandemic, manufacturers are no longer focused on figuring out when things will return to “normal.” Instead, they are applying lessons learned from the past few years to become...more

International Lawyers Network

Buying and Selling Real Estate in Russia (Updated)

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER RUSSIAN LAW - I. Types of real estate • land plots; • buildings, facilities, and other objects closely connected with land (i.e., objects that cannot be removed without...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

International Lawyers Network

Buying and Selling Real Estate in Russia (Updated)

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER RUSSIAN LAW - I. Types of real estate - • land plots; • buildings, facilities, and other objects closely connected with land (i.e. objects that cannot be removed without...more

Stinson - Corporate & Securities Law Blog

Delaware Supreme Court Examines Director Liability for Acquisitions

In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a...more

International Lawyers Network

Buying and Selling Real Estate in Russia

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER RUSSIAN LAW - I. Types of real estate - • land plots; • buildings, facilities, and other objects closely connected with land (i.e. objects that cannot be removed without...more

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