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Since February 2025, numerous tariffs affecting the construction industry have been announced, imposed, and paused. These tariffs present a problem for parties drafting and negotiating construction contracts—namely how to...more
The selection of a professional by a lay person is often a dicey matter. Choosing a lawyer is no different. What qualities should you look for? What are the indicators of a lawyer to avoid? Don’t use your lawyer cousin Bernie...more
Small business owners often wait for things to go wrong before consulting with attorneys. This is understandable. Consulting a lawyer can delay a transaction and nobody likes the added expense....more
Thinking about selling your business or a piece of real estate? You’ll likely need to start with a Letter of Intent (LOI), so it is important to know the basics before you dive in....more
Back to basics – Do you even have a contract? Generally, a contract will be formed when parties come to an agreement through offer/acceptance. This doesn’t typically create problems where there is a written agreement between...more
If you are involved in a dispute concerning a written, but unsigned, commercial or business contract, do not assume that the lack of signatures makes the agreement unenforceable....more
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
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