Impuesto de Timbre: Cuantía indeterminada
Expert or Arbitrator? — PE Pathways Podcast
The Briefing: Who Owns Jack Nicklaus? Lessons for The Creator Economy From a Brand Battle
Podcast - A Comparative Guide to Obtaining an FCL: DCSA vs. the Intelligence Community
Strategies for Business Resilience in Uncertain Times
Podcast - Colaborar por contrato... sí funciona
5 Key Takeaways | Artificial Intelligence: What Tax Professionals Need to Know
Consumer Finance Monitor Podcast Episode: How to Use the Restatement of Consumer Contracts - A Guide for Judges
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
Ways Organizations Can Pursue Legal Collections
Navigating Executive Orders: Strategies for Managing Stop Work Orders and Terminations
Trade Secrets in Hollywood: Lessons from Oscar-Nominated Films - Employment Law This Week® - Spilling Secrets Podcast
(Podcast) The Briefing – Creator Contract Liability When Your Platform Disappears: The TikTok Ban
The Briefing – Creator Contract Liability When Your Platform Disappears: The TikTok Ban
OK at Work: Navigating Customer Terms and Usage
OG Talks: Good Energy and Navigating Transactions
7 Key Takeaways | Ethics in Construction Contract Negotiations and Claims
M&A Considerations for Serial Acquirers
What's the Timeline for a Sale Process?
Balch’s Decision Dive: Texas Trial Court Struck Down the FTC’s Noncompete Rule
In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more
Two recent Delaware Superior Court opinions are essential reading for M&A practitioners drafting language with respect to how disputes related to purchase price adjustments, earnouts, and other accounting-related...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
A well-crafted letter of intent (“LOI”) adds value for the negotiating principals by helping to ensure the parties are in agreement on key deal terms before they spend significant time and money on diligence and definitive...more
Market Trends: What You Need to Know - Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to...more
How Do I Hold You Liable? Let Me Count The Ways . . . When the owner(s) incorporate an existing business, the corporation is not necessarily a tabula rasa with respect to the creditors of the business being...more
There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more
When buying a business, purchasers must take into consideration the possibility of “successor liability” – that is, the buyer’s assumption of the seller’s liabilities and prior conduct upon purchasing a corporation....more
• The most common post-sale dispute involves determining the working capital of the sold business. • In planning for the sale, the parties should agree on what is a normal working capital amount, as well as the elements of...more
Often in the sale of a physician’s practice, the owner of the selling practice (the “Selling Practice”) may desire to structure the transaction as what some refer to as a “handshake deal” – using minimal documentation and...more
...The sale process doesn’t happen overnight, and there are many things before the sale that can greatly impact the sale. However, positioning your business in the best possible ways for sale has a wide range of meaning....more
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
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