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In today’s commercial real estate market, the only certainty is uncertainty. This is not a call for panic, but rather a call for balance. Now is not the time for bet-the-firm risks, nor is it a time for total retreat to the...more
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
As purchasers of goods and services, many community associations have felt the impact of recent inflation and rising prices. While prices have continued to rise, community associations still must discharge the maintenance and...more
It's fair to say that recent years have been challenging for business. Numerous disruptive events have put pressure on global supply chains. And the nature of these events has been unpredictable and varied. The COVID-19...more
Les tendances récentes observées dans les opérations immobilières au Canada révèlent l’évolution des pratiques de négociation et de nouvelles approches en matière de gestion des risques, de réglementation et de vérification...more
A letter of intent (LOI) or term sheet tends to be the first substantive document for an M&A transaction. It outlines the key terms and mutual understanding between a buyer and seller while they progress through due diligence...more
In the lower middle market — typically deals between $10 million and $100 million — the letter of intent (LOI) serves as a pivotal document that sets the tone for the transaction, shapes the seller’s expectations, and...more
If the tenant and/or its tenant estoppel is important, consider asking them to alert you immediately if they have concerns about meeting response obligations. Your pending refinance or sale may go smoother if you are in...more
Virtually every bank’s form lending program agreement we’ve negotiated for our fintech clients has come with an exclusivity provision. The bank’s policy behind them is simple: We’ve put in the time, effort, expertise...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
A significant inducement in many new leases and lease renewals is landlord funding and/or constructing improvements that customize the leased premises to the needs of the tenant’s business. The allocation of cost for these...more
Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as...more
In the face of economic and geopolitical disruption, companies are increasingly entering into joint ventures, strategic investments, and partnerships (JVs) to address their most pressing challenges. In fact, the number of new...more
While sellers typically initiate the first drafts of commercial real estate purchase and sale agreements, some larger buyers have the leverage to require use of their own form agreements. Sellers in these situations should be...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER AUSTRALIAN LAW - INTRODUCTION - The majority of land in Australia consists of freehold title. Registration of ownership of freehold title is recorded using the Torrens...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
If you’re a government contractor in the manufacturing industry looking to buy or sell your business, there are specific concerns you should be aware of to protect your interests. This webinar will guide you through legal 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
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
This CLE course will cover the negotiation and structure of permit and license clauses in hotel purchase sale agreements, with an emphasis on liquor licenses. Our panel will discuss pitfalls in drafting and high priority...more
John Livingston, Kilpatrick’s Real Estate Investment and Development Team Chair, recently spoke at the firm’s inaugural “In-House Counsel Summit” in Durham, North Carolina. This full-day event featured multi-practice CLE...more
Key Facts of Real Estate Acquisitions Under Australian Law - INTRODUCTION - The majority of land in Australia consists of freehold title. Registration of ownership of freehold title is recorded using the Torrens ...more
In our previous article, we detailed the role and importance of the letter of intent (LOI) in establishing a framework for selling a dental practice. Now we will discuss the next step in the transaction – performing due...more
Due diligence is a standard phase of any corporate transaction, whether structured as an asset or stock sale or joint venture, and sellers are often surprised, and even overwhelmed, by the comprehensiveness of the diligence...more
From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more