News & Analysis as of

Contract Terms Asset Purchase Agreements

Eversheds Sutherland (US) LLP

Recent ruling provides guidance on 363 asset sales

On February 12, 2025, the US District Court for the District of Delaware issued a significant ruling in the case of HE, Inc. v. Avadim Holdings Inc. and Relion Holdings LLC. This decision arose from the Chapter 11 bankruptcy...more

Bennett Jones LLP

No Space for Error: Invalid Indemnity Claim in Asset Transaction Failed to Follow Notice Terms

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The latest dispute in the asset deal between Spacebridge Inc. and Baylin Technologies Inc. is a stark warning to anyone delivering a notice of indemnification claim against funds held in escrow....more

Benesch

Earnout Held to Violate NY Fee Splitting Prohibition

Benesch on

A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more

Mintz - Bankruptcy & Restructuring Viewpoints

In re Weinstein and Mallinckrodt: Implications for Royalty Financings, M&A Earn-Outs, and Other Transactions Involving Future...

Deal structure matters, particularly in bankruptcy. The Third Circuit recently ruled that a creditor’s right to future royalty payments in a non-executory contract could be discharged in the counterparty-debtor’s bankruptcy....more

Bailey & Glasser, LLP

Selling Your Amazon Business? Not So Fast!

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The 1970s rock band The Eagles had a verse in their hit Hotel California: “You can check-out anytime you’d like, but you can never leave.” While Amazon sellers do not face quite the same predicament envisioned by the...more

Robinson & Cole LLP

Buyer Beware: Delaware Court of Chancery Declines to Blue-Pencil Restrictive Covenant in M&A Transaction

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On October 6, 2022, in Kodiak Building Partners, LLC v. Philip D. Adams, C.A. No. 2022-0311-MTZ (Oct. 6, 2022), the Delaware Court of Chancery found that a restrictive covenant entered into in connection with an asset...more

Morris James LLP

Chancery Finds Asset Purchase Agreement Required Buyer to Indemnify Seller for Liability Under State Tobacco Settlement

Morris James LLP on

ITG Brands LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Sept. 30, 2022) - Plaintiff acquired four cigarette brands from the defendant under an asset purchase agreement. Prior to entering into the APA, the...more

Hogan Lovells

Level 4 Yoga v. CorePower Yoga: COVID-19 shutdown not grounds for asset purchase repudiation - Corporate / M&A Decisions update...

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In Level 4 Yoga, LLC v. CorePower Yoga, LLC, C.A. No. 2020-0249 (Del. Ch. March 1, 2022), the Delaware Court of Chancery granted Level 4, the owner of franchised yoga studios, an order of specific performance and compelled...more

Gray Reed

Delaware: A Confirmed Pro-Sandbagging Jurisdiction

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In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more

Dorsey & Whitney LLP

“Everything zen? Everything zen? I don’t think so...” - MAE Clauses in the Time of COVID

Dorsey & Whitney LLP on

On March 1, 2022, the Delaware Court of Chancery delivered a memorandum opinion ordering a yoga franchisor to complete the acquisition of its franchisee’s chain of yoga studios. The case arose out of the parties’ pre-COVID...more

BCLP

The bankruptcy Pegasus: stalking horse agreements in aviation

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The bankruptcy Pegasus: stalking horse agreements in aviation - The Covid-19 pandemic has had a significant impact on the aviation industry, with regular international travel being halted for prolonged periods since March...more

Barnea Jaffa Lande & Co.

A Share Deal or An Asset Deal in Israeli Mergers & Acquisitions?

You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more

Latham & Watkins LLP

Tackling “Long COVID” in PE Acquisitions - 4 Symptoms for Dealmakers to Examine and Treat

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From potential cartel behaviour to repaying government loans, deal teams should remain alert to lingering issues rooted in a company’s response to the pandemic. The recovery of the European PE market since the early days of...more

Goulston & Storrs PC

Insurance Reduction Provisions

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 Point Studies... Originally Published in Bloomberg Law - April 2021....more

Herbert Smith Freehills Kramer

Who Owns the Attorney-Client Privilege of a Seller After the M&A Deal Closes?

When M&A transactions end in post-closing disputes, the right to assert privilege with respect to communications that the acquired business conducted with its counsel pre-closing can be of critical importance and possibly...more

Stinson - Corporate & Securities Law Blog

Court Examines Intended Third Party Beneficiaries of Indemnification Provision

In CHS/Community Health Systems, Inc. et al v. Steward Health Care System LLC, the Delaware Court of Chancery examined who was an intended third-party beneficiary of an indemnification provision in an Asset Purchase...more

Farrell Fritz, P.C.

Commercial Division Denies Pfizer’s Motion To Dismiss, Holds Allergan’s Claims for Defense Costs Are Ripe

Farrell Fritz, P.C. on

It’s back to business as usual for Commercial Division Justice Andrew Borrok, who recently issued a slew of decisions contributing to New York’s robust Commercial Division jurisprudence....more

Bass, Berry & Sims PLC

COVID-19 and Material Adverse Change: M&A and Financing Considerations

Bass, Berry & Sims PLC on

The novel coronavirus (COVID-19) has already proven to have profound social, political and economic effects on the world, impacting nearly every continent, community and business sector. With the growing uncertainty about...more

McDermott Will & Emery

Vested Rights Clause Restores Trademark to Original Applicant

Addressing the issue of trademark ownership under since-terminated development and commercialization agreements, the US Court of Appeals for the Third Circuit reversed in part and affirmed in part, finding that under a...more

BCLP

The Stalking Horse Bid Protections: The Auction Credit Conundrum, and How to Avoid It

BCLP on

The Scenario - You’re an investor kicking the tires on a company in bankruptcy. If you agree to be the “stalking horse” bidder, you’ll expend significant time and money vetting the opportunity (including attorneys’ fees,...more

Troutman Pepper Locke

NY Appellate Court Weakens 'Manifest Disregard' Exception to Arbitration Enforcement

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A closely followed New York trial court decision in favor of the “manifest disregard” standard for vacating arbitral awards was recently reversed by the New York Supreme Court Appellate Division in In re Daesang Corp. v. The...more

Herbert Smith Freehills Kramer

Third Circuit Affirms Bankruptcy Court Retention of Jurisdiction to Resolve Dispute Despite Arbitration Provision

The Bottom Line - The Third Circuit, in a nonprecedential opinion in FBI Wind Down, Inc. Liquidating Trust v. Heritage Home Group, LLC (In re FBI Wind Down Inc.), Case No. 17-2315 (3d Cir. July 27, 2018), recently held...more

Gray Reed

Attempt to Prove a Texas Partnership Fails

Gray Reed on

Like breaking into CIA headquarters, sneaking into the Vatican, or hanging off the side of the Burj Khalifa, sometimes getting the deal done seems impossible. The key to any successful mission is planning for disastrous...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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