News & Analysis as of

Purchase Agreement

Purell and Simple: The “Unclean Hands” Doctrine as a Bar to Equitable Relief

by Shearman & Sterling LLP on

Following a well-developed line of precedent, the Delaware Court of Chancery recently declined to grant equitable relief to a party seeking an injunction with respect to non-compete provisions because the requesting party had...more

Paying the Price for Reps and Warranties Breaches

In the purchase agreement for the typical M&A transaction, the seller gives the buyer representations and warranties concerning key questions affecting the value of the target company. ...more

Minimizing the Risk of Litigation: Acquisitions

by Polsinelli on

In an acquisition, part of a buyer’s goal is to make as informed a decision as possible and to close the deal efficiently and inexpensively. Costly, post-acquisition litigation is the last thing any party to a transaction...more

Secure the Deal: Be Clear About Title in Real Estate Purchase and Sale Agreements

In its recent decision, JBP Developments Ltd. v. Li, the Supreme Court of British Columbia (Court) reminded sellers of real estate and their advisers about the basic obligation to transfer clear title to the property for...more

Outside the Bricks, Mortar and Numbers: Multifamily Property Due Diligence

by Hellmuth & Johnson PLLC on

In my previous career as a real estate broker, I used to advise clients there are three legs to a multifamily property valuation stool: Physical – the physical structure and mechanicals... Originally Published in Volume...more

New Privatization Law opens up broad opportunities for foreign investment in Ukraine (Ukrainian)

by Dentons on

On 2 March 2018, President Poroshenko signed the Law “On Privatization of State Property,” which aims to revolutionize the outdated approach to privatization and establish competitive and transparent procedures for the sale...more

New Privatization Law opens up broad opportunities for foreign investment in Ukraine

by Dentons on

On 2 March 2018, President Poroshenko signed the Law “On Privatization of State Property,” which aims to revolutionize the outdated approach to privatization and establish competitive and transparent procedures for the sale...more

Recht op courtage? (Dutch)

by Dentons on

We regularly litigate about whether a broker is entitled to brokerage (read: wages). The starting point is that a broker is entitled to brokerage once an agreement between his client and the third party has been established...more

2017 Half-year in review - M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English and European court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical...more

Caveat Emptor: Are Lengthier EC Merger Reviews the New Norm?

As merger reviews become more thorough and document-intensive, companies planning to engage in global M&A deals in 2018 should factor potentially lengthier merger reviews by the European Commission (EC) into their deal...more

THE LATEST: FTC Challenges Retail Fuel Station and Convenience Store Transaction— Requires Ten Localized Divestitures in Wisconsin...

by McDermott Will & Emery on

WHAT HAPPENED: ..Alimentation Couche-Tard Inc. (ACT) and its subsidiaries (including Circle K Stores, Inc.) are engaged in the retail sale of gasoline and diesel fuel in the United States, as well as in the operation of...more

Evaluating Privacy And Data Security Needs To Be Part Of Your Due Diligence Process

by Roetzel & Andress on

Given today’s regulatory and commercial environment, when considering a potential acquisition, priority should be given to evaluating the target’s privacy policies and data security measures. Information technology assets and...more

Latest Earthquake Assignment Decision

by DLA Piper on

Statements made by contracting parties may give rise to enforceable rights. Where there is no contractual relationship, a party that has suffered detriment in reliance on statements made by another may still have remedies in...more

Court Of Chancery Applies Limitations Outside Of Arbitration

by Morris James LLP on

HBMA Holdings LLC v. LSF9 Stardust Holdings LLC, C.A. 12806-VCMR (December 8, 2017) - This decision illustrates the dangers of not following the limited contractual time to file a dispute and instead relying on an...more

Third Party Purchaser Agreements Don’t Destroy Sale Treatment: A Victory for the Unintended Consequences Resistance

by Dechert LLP on

Every once in a while we get some good news around the capital markets hood and this is one of those times. Admittedly, all we’re doing here is fixing a problem which was one of the unintended consequences of the Dodd-Frank...more

A Twist in Oil Patch Arbitration

by Gray Reed & McGraw on

Would you trust your $12 million arbitration to accountants rather than lawyers? Sometimes it makes sense. In Order_Apache v. YPF SA, delegating an accounting dispute to accountants was right. The problem was in the...more

Is A Non-Compete Agreement In Connection With The Purchase And Sale Of A Family-Owned Business Enforceable?

by Murtha Cullina on

In connection with the purchase of a family-owned business, the buyer may seek a non-compete agreement from the selling owners and certain family member employees. Such agreements are intended to protect the buyer from a...more

The Islamic finance industry can breathe a sigh of relief, at least for the time being

by DLA Piper on

On 17 November 2017, Mr Justice Leggatt handed down a judgment in the High Court of London that had been eagerly awaited by the global sukuk market and the rest of the Islamic finance industry....more

"Change in control" tax – Tanzania

by Hogan Lovells on

Along the lines of the Indian Vodafone case on indirect share disposals, Tanzania has followed suit with its own version of a “change in control” tax. Section 56 of Tanzania's tax legislation applies if there is a change in...more

The Arbitration Resistance May Look Like This… (Post #300)

What happens when state courts disagree with SCOTUS’s interpretation of the Federal Arbitration Act? They resist, and they have a thousand different ways of doing so. The Mississippi Supreme Court demonstrated one way to...more

Successor Liability? Double-Check Those Assets!

by Fox Rothschild LLP on

The intersection of franchise law and general corporate law is extensive. A recent decision in the Michigan Court of Appeals (Court) highlights the importance of thoroughly understanding and considering the ramifications of...more

PA PUC Approves PA-American Water’s Fair Market Value Acquisition of McKeesport Wastewater System

by Cozen O'Connor on

In one of the first acquisitions to be decided pursuant to a 2016 amendment to the Pennsylvania Public Utility Code (Code) that allows a public utility to rate base fair market value instead of depreciated original cost, the...more

Houston Court of Appeals Finds Pre-PSA Emails Created Binding Contract

by Winstead PC on

The use of email in modern transactions is pervasive. Few negotiating parties consider, however, the possibility that those emails may create a binding obligation when the transaction requires finalization through a formal...more

Leaving the Contractual Term “Voting Power” Undefined Could Be Risky Business

What does the contractual term “voting power” mean? Does it refer only to the power to elect corporate directors, or does it refer to the power to vote on any fundamental matter of corporate governance? Is voting power an...more

Survey Says...Get a Survey

In a decision filed on April 11, 2017, a Superior Court of Pennsylvania case highlights issues that can arise when discrepancies occur between a metes and bounds description of realty versus a parcel number. It also...more

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