News & Analysis as of

Sellers

Epstein Becker & Green

New State Laws Requiring Notice of Health Care Transactions Will Uniquely Impact Distressed Transactions

Distressed businesses are often compared to melting ice cubes or an aircraft in rapid descent. The goal for a distressed business is to get to a transaction before the ice cube melts or the aircraft and ground meet at an...more

Snell & Wilmer

Not So Harmless? The Arizona Bill Amending A.R.S. § 20-1591 and Its Impact on Title Company Indemnities

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Sellers and borrowers involved in real estate transactions are customarily asked to sign indemnity agreements in favor of the title insurer. In April 2024, the Arizona legislature amended A.R.S. § 20-1591, which will impact...more

Troutman Pepper

Say What You Mean and Mean What You Say: Chancery Court Confirms Arbitration Award Requiring Seller to Pay Buyer $87 Million for...

Troutman Pepper on

In a recent order, the Delaware Court of Chancery “reluctantly” confirmed an arbitrator’s award arising from a post-closing purchase price adjustment dispute between a seller of a chain of grocery stores and a private equity...more

Stikeman Elliott LLP

Recent Québec Court of Appeal Decision Highlights the Importance of Clear Drafting for Earnouts

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Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often become less so as time passes,...more

Mayer Brown

Notice provisions should not become a "technical minefield" says the English Court of Appeal

Mayer Brown on

In the English Court of Appeal's judgment in Drax Smart Generation Holdco Limited v Scottish Power Retail Holdings Limited [2024] EWCA Civ 477, it considered the validity of a notice of claim served pursuant to a share...more

Whiteford

Client Alert: Franchise Sales Likely to Get New Level of Regulation Over Third-Party Sellers

Whiteford on

A bill passed by the California Senate on May 22, 2024, Senate Bill No. 919 (“Bill 919”), will address a gap in the regulation of franchise sales – namely, a lack of transparency regarding the role and background of...more

DarrowEverett LLP

Title Insurance or Not, Don’t Dismiss the Value of Title Search

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For those of you who question whether an owner’s policy of title insurance is a waste of money, please remember that examining title is still an essential component of due diligence investigations. Real estate investments are...more

Morris James LLP

Del. Exclusive Forum Selection Clause Does Not Bind Contracting Party’s Managers, Principals, Owners Who Do Not Directly Benefit...

Morris James LLP on

Parties to transaction agreements often choose Delaware as the exclusive forum for disputes arising out of their transactions. This is common, where the parties are from diffuse geographic locations, but desire a single forum...more

Pillsbury - Propel

Disclosure Schedules: What Are They and How Do They Fit into My Deal?

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Disclosure schedules are arguably one of the most arduous and time-consuming deliverables on the company-side or seller-side of any transaction. Whether, as  part of the management of your startup, you are tasked with driving...more

J.S. Held

Reducing Bias in Business Valuation Engagements

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“When the facts change, I change my mind. What do you do?” - Sir John Maynard Keynes - Our waking hours are bombarded with more information than can be absorbed. From 2009 to 2017, the amount of data that enters the human...more

Orrick, Herrington & Sutcliffe LLP

CFPB reports that complex pricing leads to higher consumer costs

On April 30, the CFPB published a report titled Price Complexity in Laboratory Markets indicating that consumers may pay higher prices for products with complex pricing structures. The report drew on experiments conducted in...more

Bradley Arant Boult Cummings LLP

FTC Bureau of Consumer Protection Remarks Compare Lessons Learned from Consumer Credit as a Model for Regulating Privacy

In the middle of the 20th century, there was a massive expansion of the retail credit market. Everything from boats to sewing machines to kitchen appliances were bought and sold through increasingly complex credit...more

Buckingham, Doolittle & Burroughs, LLC

AI and Tech in M&A: What to know about AI and tech advancements in M&A due diligence

Many law firms have changed their transaction management processes significantly with recent advancements in technology, especially the development of artificial intelligence. AI and technology innovations have aided deal...more

Cohen Seglias Pallas Greenhall & Furman PC

A Seller's Guide to Navigating Business Impacts

Last year, New Jersey enacted a law prohibiting sellers from imposing certain surcharges for credit card transactions and establishing notice requirements regarding credit card surcharges for transactions in New Jersey....more

McDermott Will & Emery

Mobility@McDermott: Monthly Update (04/2024)

1. “No re-export to Russia” clauses become mandatory for certain contracts within the EU - As of March 20, 2024, so-called “no re-export to Russia” clauses have become mandatory for certain types of contracts concluded by...more

Quarles & Brady LLP

Supply Chain Survival Series: Mitigation (Article #13)

Quarles & Brady LLP on

In our previous article in the Supply Chain Survival Series, we discussed what constitutes a breach of contract and whether a breach allows you to suspend performance until the breach is cured. Assuming that a contract has...more

Vedder Price

Earnouts Back on the Rise in M&A Transactions: What Purchasers, Sellers and Lenders Need to Know

Vedder Price on

The pace of earnouts accelerates in M&A transactions whenever market conditions create a value gap between seller price expectations and buyer confidence levels. Earnouts are most common when the volume of merger and...more

Clark Hill PLC

[Webinar] Preparing for Clean Energy Tax Credit Transfer Transactions - May 1st, 12:00 pm - 1:00 pm EDT

Clark Hill PLC on

Project developers in the EV, solar, wind, battery, CCUS, hydrogen, biofuels, and energy efficiency markets have been blessed by the IRS with the ability to transfer tax credits directly to willing buyers. Tax equity...more

Strafford

[Webinar] Structuring Liquor License and Other Permit Clauses in Hotel Purchase and Sale Agreements - May 20th, 1:00 pm - 2:30 pm...

Strafford on

This CLE course will cover the negotiation and structure of permit and license clauses in hotel purchase sale agreements, with an emphasis on liquor licenses. Our panel will discuss pitfalls in drafting and high priority...more

Lasher Holzapfel Sperry & Ebberson PLLC

Eight Things to Consider if You Want to Sell Your Business

Selling a business is a significant milestone. Whether you’re moving on to new ventures, retiring, or simply cashing in on your hard work, the process involves more than just finding a buyer and cashing a check. Selling your...more

Dickinson Wright

Leveraging Tenant Estoppel Certificates in Commercial Real Estate Deals

Dickinson Wright on

In evaluating the feasibility and profitability of a potential investment, it’s crucial for a prudent buyer to conduct a comprehensive review of all property leases. Such an examination allows the buyer to verify the...more

Williams Mullen

[Webinar] M&A Series: Compensation Trends in M&A Transactions - May 9th, 11:00 am - 11:15 am EDT

Williams Mullen on

Please join Williams Mullen attorneys Nona Massengill and Allison Carlon as they discuss the latest trends in compensation trends in M&A transactions....more

Williams Mullen

[Webinar] M&A Series: The Latest Trends in Middle-Market M&A - April 16th, 11:00 am - 11:15 am EDT

Williams Mullen on

Please join Williams Mullen attorneys Jon Bliley and Rakesh Parikh as they discuss the latest trends in middle-market M&A, touching on several topics, including rep & warranty insurance and indemnification....more

DarrowEverett LLP

Allocating Risk in Real Estate Sales: Representations and Warranties

DarrowEverett LLP on

Although a majority of buyers in real estate transactions rely on their own inspections of property, most real estate purchase and sale agreements contain some seller representations and warranties regarding key factual...more

Orrick, Herrington & Sutcliffe LLP

Tech Exit Series - The Tech Company Exit Process: Initial Considerations

Orrick's Tech Exit Series suggests top tips for tech companies looking towards an exit. Our market-leading London M&A and Private Equity team writes instalments in the series with contributions from specialists across our...more

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

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Information for EU and Swiss Residents

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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California Privacy Rights

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You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

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Changes in Our Privacy Policy

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Contacting JD Supra

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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