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Breach of Contract › Due Diligence › Sellers

Kohrman Jackson & Krantz LLP

Ohio Supreme Court Clarifies Seller Disclosure Obligations in Ashmus v. Coughlin

Kohrman Jackson & Krantz LLP on

In Ashmus v. Coughlin, 2025-Ohio-2412, the Ohio Supreme Court provided important guidance on the scope of a seller’s disclosure obligations under Ohio Revised Code 5302.30, particularly when it comes to “material defects” in...more

Bennett Jones LLP

Entire Agreement Clause and Due Diligence Cannot Oust Fraudulent Misrepresentation

Bennett Jones LLP on

The defence of misrepresentation is still alive in circumstances involving entire agreement clauses and opportunities for due diligence, the Ontario Court of Appeal recently held in 10443204 Canada Inc. v 2701835 Ontario...more

Orrick, Herrington & Sutcliffe LLP

Diligence Deferred Is A Transfer Denied

Orrick, Herrington & Sutcliffe LLP on

The Delaware Bankruptcy Court recently voided the transfer of bankruptcy claims where the seller failed to obtain the debtor’s prior written consent, as required by the underlying promissory notes. Both the promissory...more

McNees Wallace & Nurick LLC

Smart Selling And Buying: 5 Main M&A Pitfalls to Avoid

McNees Wallace & Nurick LLC on

Marcellus Shale drilling was taking off, and the owner of an oil and gas service company fielded a buyout offer from a Wall Street private equity firm. Golden opportunity, right?...more

Jaburg Wilk

The Defaulting Seller and a Notice of Lis Pendens

Jaburg Wilk on

After months of searching, you have finally found the house of your dreams, and much to your delight the Seller has accepted your offer of $500,000. You deposit your $15,000 “earnest money” with the escrow company, and an...more

Orrick, Herrington & Sutcliffe LLP

Antimonopoly Law Considerations and Risk Management in connection with M&A Transactions

Orrick, Herrington & Sutcliffe LLP on

In This Presentation: - General Indemnity: (1) Background and structure (2) Main provisions (3) Conduct of claims - Antitrust Indemnity: (1) Background (2) Main provisions (3) Conduct of...more

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