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Post-Closing Rights Sellers

Whiteford

Indemnity Clauses, Claims & Controversies

Whiteford on

Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more

Whiteford

To Roll or Not to Roll: Equity Roll Issues in Private Company M&A Deals

Whiteford on

This article is the first in a series on common issues of critical importance to sellers in private company M&A- An equity roll is an agreement between a Buyer and a Seller in an M&A deal where the Seller (typically a...more

Tonkon Torp LLP

You’re Not the Boss Anymore

Tonkon Torp LLP on

It’s nice to get paid. Giving up control of your business? Well… that’s a different story. On closing the sale of a business, owners realize a dramatic financial return on their investment. However, few buyers are willing to...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

Hinckley Allen

Ensuring Seller Accountability: Post-Closing Options for Buyers

Hinckley Allen on

When it comes to real estate transactions, buyers are protected by the Purchase and Sale Agreement which operates as a contract between the buyer and seller. Purchase and sale agreements typically contain numerous...more

J.S. Held

Navigating M&A Post Closing Disputes: Insights into Strategic Acquisitions

J.S. Held on

Mergers and acquisitions (M&A) have been common in the U.S. and global economy for over a century and are undertaken to accomplish a range of economic objectives by deal participants. Within the subset of M&A that are...more

J.S. Held

GAAP Compliance and an M&A Selling Party’s Closing Date Balance Sheet

J.S. Held on

Post-acquisition Mergers & Acquisitions (“M&A”) disputes are often caused by the timing of a transaction closing and the subsequent true-up of the estimated closing date balance sheet. However, with adequate planning and...more

Jones Day

Delaware Court Holds That Delaware "Should Be a Pro-Sandbagging Jurisdiction"

Jones Day on

On March 9, 2022, the Delaware Court of Chancery issued a post-trial decision in Arwood v. AW Site Services, LLC, subsequently amended on March 24, 2022. The plaintiff, John Arwood, had spent decades building a waste...more

Kramer Levin Naftalis & Frankel LLP

Who Owns the Attorney-Client Privilege of a Seller After the M&A Deal Closes?

When M&A transactions end in post-closing disputes, the right to assert privilege with respect to communications that the acquired business conducted with its counsel pre-closing can be of critical importance and possibly...more

Pillsbury Winthrop Shaw Pittman LLP

Golden Rule: Compliance Over Consistency in Purchase Price Adjustments

Delaware Court of Chancery holds that specific accounting principles in a merger agreement will govern, even though it may result in a different approach to accounting standards for determining the target’s tangible net worth...more

Goulston & Storrs PC

The Sandbagging Conundrum Explained

Goulston & Storrs PC on

There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more

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