In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more
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
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...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
On March 9, 2022, the Delaware Court of Chancery issued a post-trial decision in Arwood v. AW Site Services, LLC, subsequently amended on March 24, 2022. The plaintiff, John Arwood, had spent decades building a waste...more
There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more