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Get up to speed with Ramy Shweiky and Mark Seneca on: Negotiable terms when establishing a purchase price How your purchase price is adjusted at closing Examples of debt-like items...more
Construction contracts are essential in the construction industry, governing the relationships and responsibilities of all parties involved in a project. Whether you’re a contractor, subcontractor, or property owner,...more
This is a second part of the AdvanceLaw Innovative Law Firm Webinar Series that will focus on AI innovation in AdvanceLaw firm Corporate/M&A practices. ...more
In mergers and acquisitions (M&A), few transactions are as complex as carve-outs. In contrast to the sale of a stand-alone business, carve-outs involve the sale and separation of an integrated part of a larger business...more
Looking to take some of the worry out of commercial real estate transactions? Then we highly recommend that you join us for our upcoming webinar: Risk Mitigation Strategies When Drafting Commercial Real Estate Purchase and...more
The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023....more
California law has changed. The change now makes it easier for California litigants to sue their opponents for fraudulently breaching a contract. Lawyers who negotiate and draft agreements subject to California law should...more
Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more
In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more
By including a jury trial waiver in an M&A purchase agreement, the parties agree to waive their rights to a jury trial in any dispute under the M&A agreement. Jury trial waivers may also extend to disputes under all of the...more
In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement whether asset purchase agreement, stock purchase agreement, or merger agreement typically contains representations and warranties made by the...more
It was late summer in 1921, and Roscoe Arbuckle – known familiarly to movie audiences as Fatty Arbuckle – had just signed a three-year deal with Paramount Pictures under which he would earn an unheard-of $1 million a year. To...more
For most healthcare providers and businesses, signing a Business Associate Agreement (BAA) is a standard practice. When contracting to provide services with an entity governed by the Health Insurance Portability and...more
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more
Common Contract Add-Ons - Exhibits, addenda, and schedules all can be attached to contracts. They should be agreed to before the contract is signed. With commercial real estate contracts, there’s a common practice of...more
As all restaurateurs know, a good location is an essential ingredient in any recipe for long-term success. But controlling costs is also a key factor. Renting your location—rather than actually purchasing real estate...more
A recent decision from the Court of Appeals of Virginia may have companies doublechecking the workshare terms in their subcontracts. The Court held that a subcontractor's 40 percent workshare only applied to the $70 million...more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
When reforming a will or trust, the Surrogate’s Court “changes the language of the will [or trust instrument] itself by the addition or deletion of words in an attempt to conform [the instrument] to the decedent’s intent”...more
In our ongoing series of blog posts, we have been examining several key negotiating points for tenants in triple net health care leases. We also have offered suggestions for certain lease provisions that will protect tenants...more
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
When reviewing legal documents, it’s easy to become so focused on a particular area that and forget about “everything else.” Each “everything else” item might seem minor, but collectively, “everything else” can make a serious...more
Companies routinely sign contracts and promptly file them away, often neglecting to thoroughly review the terms and costs agreed to. The truth is major cost reductions regularly lurk unnoticed within signed contracts....more