News & Analysis as of

Sale of Assets Asset Purchase Agreements

BCLP

A Capital Blow for Deducting Management Expenses

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The Supreme Court confirmed in Centrica Overseas Holdings Ltd v HMRC that the tests for trading and management expenses of a capital nature are the same. The decision also confirms that once a company has decided in principle...more

Strafford

[Webinar] Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity, and Other Provisions - July...

Strafford on

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

King & Spalding

Federal Court Denies FTC Attempt to Block $320M Sale of Two North Carolina Hospitals

King & Spalding on

On June 5, 2024, a federal court in the Western District of North Carolina declined to issue a preliminary injunction blocking the sale of two hospitals in Charlotte, North Carolina, finding that the proposed sale is not...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Missouri Passes Bill Restricting Nonsolicitation, Noninterference Agreements With Business Owners

A recently passed Missouri bill included some amendments added at the last minute that may have significant implications for restrictive covenants—such as nonsolicitation and noninterference provisions—that are commonly used...more

Venable LLP

Seller Beware - Court Rules That California Can Tax Gain from the Sale of Goodwill

Venable LLP on

A California state appellate court recently upheld the trial court's decision in The 2009 Metropoulos Family Trust v. Franchise Tax Board that nonresident shareholders of an S corporation source gain on the S corporation's...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

California Nonsolicitation Clause Held Enforceable Under Narrow Exception for Sale of a Business

California law generally prohibits the enforcement of nonsolicitation agreements, but the law includes a narrow exception associated with the sale of a business. In Blue Mountain Enterprises, LLC v. Owen, a recent decision...more

Dorsey & Whitney LLP

Weinstein Case Demonstrates Difficulties in Following Complex Bankruptcy Sales

Dorsey & Whitney LLP on

Everyone is likely familiar with the chapter 11 bankruptcy of The Weinstein Company (“TWC“), an former film and production studio that previously produced and distributed featured films and premium television content...more

Jackson Walker

Major Decision in Energy-Related Bankruptcies: Colorado Court in Monarch Midstream Case Departs from Sabine Oil and Finds...

Jackson Walker on

A Colorado bankruptcy court has departed from the widely reported holding in Sabine Oil that permitted a debtor to reject a certain midstream gathering agreement. On September 30, 2019, the United States Bankruptcy Court for...more

Dechert LLP

Global Private Equity Newsletter - Winter 2019 Edition: U.S. Carve-Out Transactions: A Fertile Ground for Private Equity Firms

Dechert LLP on

Driven by the influence of shareholders, activists and competitive market forces, public companies are demonstrating renewed focus on their core businesses. Reductions in the U.S. corporate tax rate from 35% to 21% have...more

Bricker Graydon LLP

Exelon files complaint and injunction motions against FirstEnergy Solutions in bankruptcy case

Bricker Graydon LLP on

On November 26, 2018, Exelon Generation Company, LLC (Exelon) filed a complaint in U.S. bankruptcy court for the Northern District of Ohio for declaratory judgment and injunctive relief, along with a motion for preliminary...more

Mintz - Bankruptcy & Restructuring Viewpoints

First Circuit Rules that Bankruptcy Court “Retention of Jurisdiction” Provisions Not Enough to Establish Jurisdiction

It is very common for bankruptcy court orders to provide that the court retains jurisdiction to enforce such orders. Similarly, chapter 11 confirmation orders routinely provide that the bankruptcy court retains jurisdiction...more

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