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Foley & Lardner LLP

Tariffs and Your Contracts: Why do termination rights matter?

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In addition to reviewing your commercial contracts for how new or increased tariff costs are allocated, another key area to evaluate is whether either party has the right to terminate the contract. If one party gets upside...more

Lowndes

Key Provisions to Include in a Loan Document Purchase Contract

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This article is the third in a multi-part series based on the Lowndes white paper, “Selling & Acquiring Distressed Real Estate in Florida.” Each installment will examine key legal and strategic considerations for acquiring...more

Adams & Reese

Louisiana Court Invalidates Arbitration & Delegation Clauses in Residential Sale Contract

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Arbitration clauses that reference the “AAA Construction Industry Arbitration Rules” are unenforceable if the contract does not define “AAA” or if the Construction Industry Arbitration Rules are not provided to lay...more

Lasher Holzapfel Sperry & Ebberson PLLC

Changes in Residential Real Estate Listing Practices – What this Means for Buyers and Sellers

In March, 2025, the National Association of Realtors (NAR) announced a new “Multiple Listing Options for Sellers” policy which gives sellers the option to only list a property on the local MLS and delay the listing on public...more

Foley & Lardner LLP

Avoiding M&A Post-Closing Pitfalls: A Buyer’s Guide to ESOP Wind-Downs

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Share on Twitter Share by Email Share Back to top Buyers (including private equity firms and their investors) that acquire the stock of a company wholly or partially owned by an employee stock ownership plan (ESOP) face a...more

Lowndes

Due Diligence Considerations When Acquiring Distressed Real Estate

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If you are considering buying distressed real estate, taking the time to thoroughly evaluate the property is one of the most important steps you can take to protect your investment. This process, known as due diligence,...more

Stikeman Elliott LLP

The Superior Court Rules on the Obligation in a Deed of Sale to Honour Existing Leases as an Exception to Article 1887 C.C.Q. And...

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Introduction - In Fontaine v. B2GD Société immobilière Inc. (2025 QCCS 1023), the Superior Court issued an innovative ruling on the effect of a clause in a deed of sale requiring the purchaser to honour existing leases...more

Flaster Greenberg PC

Changes to “Mansion Tax” and “Controlling Interest Transfer Tax” in New Jersey

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Signed into law by Governor Murphy on June 30, 2025 (effective July 10, 2025), New Jersey Bill S4666 made significant changes to New Jersey’s transfer taxes....more

McDermott Will & Schulte

Washington’s advertising services tax: Sourcing rules clear as mud

Washington’s sales tax on advertising services takes effect October 1, 2025, and comes in two forms: a tax on digital automated services and a tax on retail sales of advertising services. Both impositions apply to digital...more

Buckingham, Doolittle & Burroughs, LLC

Representations & Warranties Insurance: What You Need to Know

If you are selling a business or acquiring one, particularly in the middle market or large-cap space, you will likely hear the term representation and warranties insurance (RWI). It is a common tool in mergers and...more

Foley & Lardner LLP

Tariffs and Your Contracts: Introduction

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The rise of President Trumps’ tariffs in 2025 has brought uncertainty to the profitability of product sales and has thrown a wrench in previously stable supply relationships. Reminiscent of the 2020 push to review force...more

DarrowEverett LLP

Tenant Estoppel Certificates: Navigating Risks, Responses and Leverage

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When it comes to the sale or financing of real property, tenant estoppel certificates are not just formalities—they are crucial documents that confirm the status of existing leases. Tenant estoppel certificates offer...more

Lowndes

Buying Distressed Real Estate in Florida: 6 Strategies Every Investor Should Know

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This article is the first in a multi-part series based on the Lowndes white paper, “Selling & Acquiring Distressed Real Estate in Florida.” Each installment will examine key legal and strategic considerations for acquiring...more

Roetzel & Andress

Planning for the Unexpected: How Unwind Agreements Help Medical Practices

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If your medical practice is considering joining a larger group or hospital, it’s important to ask: what if the new relationship doesn’t work out? In some situations, an unwind agreement can provide a path back to...more

A&O Shearman

Delaware Chancery Court Grants Partial Judgment On Post-Acquisition Earnout Payments, Finding They Were Not Conditioned On...

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On July 31, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted partial judgment on the pleadings on a breach of contract counterclaim asserted by defendant, the former majority owner of two...more

Offit Kurman

Deal Flow Thawing: Is the M&A Market Finally Finding Its Footing?

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After a rocky past six months, there is cautious optimism that merger and acquisition (M&A) activity is beginning to unfreeze. For much of the past year, there have been mismatched expectations around valuations and limited...more

Bass, Berry & Sims PLC

Key Considerations for Dental Service Organization Transactions

Dental service organizations (DSOs) enable dental practices and their providers to focus on patient care while outsourcing administrative, billing, and other non-clinical functions. As private equity interest in healthcare...more

Morgan Lewis

New Jersey ‘Mansion Tax’ Changes Impose Higher Transaction Costs on Commercial and Residential Real Estate Sales

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Recent revisions to New Jersey law increase the so-called “mansion tax” for sales in excess of $2 million and shift the tax payment obligation to the seller. Governor Phil Murphy recently signed legislation making...more

Levenfeld Pearlstein, LLC

M&A Insights Series: Katie Balson of Origin Merchant Partners Discusses the Market Outlook, Its Challenges and Opportunities, and...

To help businesses, investors, and deal professionals better understand the evolving independent sponsor landscape, Robert Connolly – a partner in LP’s Corporate Practice Group and leader of LP’s Independent Sponsor team –...more

DarrowEverett LLP

The Earnout Equation: Tax Tips for Both Buyers and Sellers

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Earnouts are a form of contingent consideration that the buyer of a business pays to the seller in the period following the acquisition, based on the business achieving various financial metrics related to its performance...more

Woodruff Sawyer

RWI for Small Deals: A Strategic Shift in Product Design

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The US representations and warranties insurance (RWI) market has long been a fixture in M&A transactions, particularly in the mid- and large-cap space. But as dealmakers increasingly look to scale through smaller...more

Troutman Amin LLP

BUY AWAY?: Another Court Holds Offers to Buy Real Estate Are Not “Telephone Solicitations” Under the TCPA’s DNC Provisions

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Another day, another data point. In Aussieker v. Aghazadeh, 2025 WL 2021040 (E.D. Cal. July 18, 2025) the Court followed the recent decision in Coffey and concluded offers to buy property simply do not trigger the TCPA’s DNC...more

Tonkon Torp LLP

Checking in on the Portland Metro Residential Real Estate Market

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The June 2025 Market Action Report for the Portland metropolitan area, published by RMLS, describes a residential real estate market that is steady, if subdued, with slight pricing increases and modest shifts in transactional...more

Winstead PC

Driving an Optimal Outcome When Selling a Business

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Selling a business is a rigorous, time-intensive, emotional, and costly process. Business sellers are often navigating this process for the first, and only, time. This guide is designed to help ready sellers with the sale...more

Quarles & Brady LLP

Supply Chain Survival Series: Risk of Loss and Transfer of Title (Article #16)

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In recent articles, we discussed rights and obligations arising from breaches of contract. However, at times goods may be damaged or destroyed during transit, without any fault on the part of the seller or the buyer. In this...more

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