News & Analysis as of

Sellers Contract Terms Indemnification Clauses

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

Goulston & Storrs PC

What's Market: Disclosure Schedule Updating

Goulston & Storrs PC on

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more

Goulston & Storrs PC

What's Market: Indemnification as an Exclusive Remedy

Goulston & Storrs PC on

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more

Bradley Arant Boult Cummings LLP

The American Rule Stands: Court Rejects Fee-Shifting Under Indemnity Clause

The “American Rule” on attorneys’ fees is that each party pays its own lawyers, even if you win. As with almost any rule, there are exceptions. Sometimes there is a statute that requires the losing party to pay the prevailing...more

Goulston & Storrs PC

Exclusion of Consequential Damages (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: In 2021, 10% of the merger and acquisition purchase agreements covered by...more

White and Williams LLP

Delaware Court Enforces Strict Compliance With Notice Provisions

White and Williams LLP on

The Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more

Farrell Fritz, P.C.

Selling Your Business: Baskets, Deductibles and Caps, Oh My!

Farrell Fritz, P.C. on

You’re a business owner and have spent years nurturing and growing your business into a valuable asset, and now you have decided it’s finally time to monetize that asset and sell your business. You go about the process of...more

Jones Day

Delaware Supreme Court Reverses Chancellor's Chicago Bridge Ruling - Authority of Independent Auditor to Resolve Purchase Price...

Jones Day on

In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more

Womble Bond Dickinson

M&A Indemnification Provisions: Are You Drafting Unenforceable Time Limits?

Womble Bond Dickinson on

In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more

Dechert LLP

Global Private Equity Newsletter - Winter 2016 Edition: Tools for Managing Environmental Risks in Deals

Dechert LLP on

When parties to an M&A deal consider most environmental risks, they essentially seek the same goals that they seek with respect to other liabilities in the deal. M&A sellers, particularly private equity sellers, seek to avoid...more

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