News & Analysis as of

Sale of Assets Contract Terms

Miles & Stockbridge P.C.

Breaking Down the Proposed Federal Real Estate Shakeup

While there have been previous efforts to reduce the federal government’s real estate footprint, the scope and speed with which the Trump administration proposes to reduce that footprint is unprecedented....more

Eversheds Sutherland (US) LLP

Recent ruling provides guidance on 363 asset sales

On February 12, 2025, the US District Court for the District of Delaware issued a significant ruling in the case of HE, Inc. v. Avadim Holdings Inc. and Relion Holdings LLC. This decision arose from the Chapter 11 bankruptcy...more

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

BCLP

Preparing for a Corporate Real Estate Sale: Top 10 Tips

BCLP on

As our colleague John Bennett has recently commented in his insight, hopeful undercurrents remain about the potential of increased activity in the real estate investment market for 2024. When the penny does drop, a highly...more

Miller Canfield

Asset Sale or Share Sale? Key Considerations About the Legal and Employment Implications

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When it comes to selling a business, there are two primary methods: an asset sale and a share sale. Both have their own advantages and disadvantages, and it is important to understand the key legal differences between the...more

Farrell Fritz, P.C.

Oral Modifications to Written Agreements? Better Get Them in Writing Says the Commercial Division

Farrell Fritz, P.C. on

In Castle Restoration & Constr., Inc. v Castle Restoration, LLC, Suffolk County Commercial Division Justice Elizabeth H. Emerson refused to enforce an oral agreement that allegedly modified a prior written agreement between...more

Jones Day

Supreme Court of New South Wales Rules on Mineral Sales Royalties Default

Jones Day on

Default in paying monthly mineral sales royalties leads to an obligation to pay up front the present value of future royalties. A decision (Thalanga Copper Mines Pty Ltd v Cromarty Resources Pty Ltd [2021] NSWSC 640 (4 June...more

Dorsey & Whitney LLP

Chancery Opinion Provides First Delaware Court Guidance on COVID-19’s Impact on MAE Provisions and Ordinary Court Course Covenants

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On November 30, 2020, Vice Chancellor Laster of Delaware’s Court of Chancery issued the first case where the pandemic provided a company with the ability to walk away from its contractual obligations in a sale transaction,...more

Mintz - Bankruptcy & Restructuring Viewpoints

363 Sales as a Health Care M&A Tool, Part 2 – Pros and Cons for Buyers and Sellers

Over the summer, we wrote about why health care companies may want to consider buying assets out of bankruptcy, taking advantage of the Bankruptcy Code Section 363 sale process (a “363 Sale”). We are back with our second...more

Mintz - Bankruptcy & Restructuring Viewpoints

363 Sales as a Health Care M&A Tool, Part 1 – Overview

This two-part blog series discusses why buyers looking to make strategic purchases in the health care industry might want to take advantage of the Bankruptcy Code Section 363 sale process (363 Sale) and the pros and cons of...more

Troutman Pepper Locke

Attorney-Client Privilege Does Not Pass to the Buyer in Asset Deal

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A recent Delaware Court of Chancery decision confirms that, unlike in statutory mergers, the attorney-client privilege will remain with the target entity in an asset sale unless the attorney-client privilege is explicitly...more

White & Case LLP

A Closer Look at Asset Sales in Leveraged Finance: reinvest, repay, repeat

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European Leveraged Finance Client Alert Series: Issue 8 - The traditional approach to the treatment of disposal proceeds in leveraged loan agreements has evolved in recent years, as borrowers seek to retain greater...more

Farrell Fritz, P.C.

Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare

Farrell Fritz, P.C. on

The nationwide landscape of statutes and case law governing judicial dissolution of limited liability companies exhibits more state-to-state similarity than dissimilarity....more

Gray Reed

Texas Supreme Court Dabbles in Bankruptcy Law

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Noble Energy Inc. v. ConocoPhillips Company, a 6-to-3 Texas Supreme Court decision, is a reminder of two things: How parties to a property transaction describe what’s being acquired and what’s being left behind can have...more

Mintz - Bankruptcy & Restructuring Viewpoints

First Circuit Rules that Bankruptcy Court “Retention of Jurisdiction” Provisions Not Enough to Establish Jurisdiction

It is very common for bankruptcy court orders to provide that the court retains jurisdiction to enforce such orders. Similarly, chapter 11 confirmation orders routinely provide that the bankruptcy court retains jurisdiction...more

Farrell Fritz, P.C.

Aim Carefully Before Pulling Trigger on Shotgun Buy-Sell Agreement

Farrell Fritz, P.C. on

At least on paper, shotgun provisions in shareholder and operating agreements provide an elegant and efficient buy-out solution when business owners can’t get along and need a divorce. In a two-owner company, the one who...more

Dickinson Wright

Drafting In The Details

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The Fifth Circuit Court of Appeals recently affirmed that the devil really is in the details in a case that illustrates the importance of ensuring that deal documents accurately reflect the parties’ agreed upon terms with...more

Burr & Forman

The Chicago Cubs, Errors, and Arbitration of Florida Non-Compete Agreements

Burr & Forman on

Some clients prefer to resolve disputes in arbitration. In theory, an arbitration proceeding can more quickly and — in some instances — more cost effectively resolve disputes. However because most arbitration clauses call for...more

PilieroMazza PLLC

Letter of Intent: A Seller’s Friend or Foe?

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For a business owner, the sale of the company is the final act in the life cycle of the company (TargetCo). It represents the business owner’s opportunity to cash out on and be rewarded for his or her vision, ingenuity, years...more

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