Dispelling Common Myths About Reps & Warranties Insurance (Part Two)
M&A Auction Process
Bill on Bankruptcy: Junk Debt Interest Rates at 30-Year Low
In most M&A transactions, after the parties have negotiated the basic commercial terms, they then negotiate the warranties and indemnities (W&I). Generally, buyers want the anticipated value of their purchase without any...more
For sellers of goods, it is all but impossible to escape the reach of the Uniform Commercial Code (“UCC”) because its Article 2 applies to sales of goods. The UCC contains several buyer friendly provisions (including certain...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER UKRAINIAN LAW - І. Types and specifics of real estate in Ukraine - The main types of real estate in Ukraine are the following: • plots of land; • other objects...more
The California Court of Appeal in Mega RV Corp. v. HWH Corp. (2014) 225 Cal.App.4th 1318 held that component-part manufacturers are not obligated to indemnify retail sellers under California Code of Civil Procedure section...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER UKRAINIAN LAW - І. Types and specifics of real estate in Ukraine - The main types of real estate in Ukraine are the following: • plots of land; • other objects that...more
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
A chronic issue in Texas law is defining when representations made by a “seller” prior to contract execution bind the seller, notwithstanding contract language that purports to disclaim or otherwise limit the “buyer’s” right...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER UKRAINIAN LAW - І. Types and specifics of real estate in Ukraine - The main types of real estate in Ukraine are the following: - land plots; - other objects that cannot be...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER RUSSIAN LAW - I. Types of real estate • land plots; • buildings, facilities, and other objects closely connected with land (i.e., objects that cannot be removed without...more
For some time, we have been following the emerging case law on whether companies, such as Amazon, that create an online marketplace for other sellers, may be held liable when products supplied by those sellers cause injury....more
Significant differences exist between terms that typically apply in M&A transactions in Africa and Europe - "Acquirers tend to view European markets as being more seller-friendly than African markets." Although the...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER RUSSIAN LAW - I. Types of real estate - • land plots; • buildings, facilities, and other objects closely connected with land (i.e. objects that cannot be removed without...more
In my last post, “Real Estate Alphabet Soup: V is for Variance” I continued my primer on the “alphabet soup” of real estate. This post continues to stir the “alphabet soup” with the letter W.”...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
When a claims notification clause in a share purchase agreement states that a party must "set out reasonable details" of a claim in a notice of claims, including “the grounds on which it is based”, the party must make...more
The prospect of unknown business risks between buyers and sellers is often a major hurdle in mergers and acquisitions deal negotiations. Neither side wants to assume responsibility for issues such as financial statement...more
The English High Court recently considered whether a downward revision of a profit forecast would constitute a “material adverse effect” within the parameters of the provision agreed on by the parties in the share purchase...more