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Commercial forms – such as quotations, purchase orders and invoices – and associated terms and conditions are ubiquitous in the supply chain and often the only contract that exists between a buyer and seller. When used...more
Delaware Chancery Court awards specific performance after finding that buyer failed to demonstrate a material adverse effect or ordinary course breach by target and that buyer failed to use reasonable best efforts to obtain...more
Ford Motor Company (“Ford”) issued new Production Purchasing Global Terms and Conditions (“Terms”) related to the purchase of goods, services and tech products, including tooling and service parts purchased on or after July...more
Historically, buyers in M&A transactions have discounted the value of a government contractor with significant revenue from small business set-aside contracts, including contracts for service-disabled veteran-owned, 8(a),...more
On February 11, 2020, the Michigan Court of Appeals issued a significant decision that impacts manufacturing supply contracts – especially those in the automotive industry – holding that a buyer may enforce a supply contract...more
The fast pace of modern business leaves little time to be careful about fine print legal terms, but glossing over purchase and sales order terms and conditions can lead to severe consequences for your business. Whether your...more
Letters of Credit (LOCs) have long been used to minimize the financial risk of international purchase agreements. Sellers and buyers may agree to use LOCs to ensure that goods are received and payment is remitted as intended....more
Conditioned Agreements to Negotiate (CAN) - When acquiring or selling small businesses, government contractors need to be cognizant of the Small Business Administration’s (SBA) “present effect rule.” Under this rule, SBA...more
Two years ago, we wrote about a noncompete decision in which a special referee found a business seller had breached a sales agreement by violating both a noncompete covenant and an exclusive sales provision contained in the...more
Mergers and acquisitions are often complex transactions involving numerous parties and myriad moving parts. While the parties are understandably focused primarily on the economic aspects of the deal, immigration compliance is...more
The Situation: The English Commercial Court heard a dispute regarding a back-to-back trade of distressed debt between an upstream seller and a downstream buyer, via a "riskless principal" broker, which contained an express...more
Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community –...more