What is Reverse Vesting and What are the Tax Considerations?
What Does "Cash Free / Debt Free" Mean?
How is Purchase Price Established?
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Episode 15 | Hot! Hot! Hot! Don't get Burned by the Perils of Buying and Selling Residential Real Estate
Nota Bene Episode 117: The Critical Nature of Labor & Employment Diligence in Corporate Transactions with Kevin Cloutier and Shawn Fabian
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Buying or Selling a Business that Borrowed a PPP Loan
Do I need an attorney if I am buying or selling a business?
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
The bankruptcy process is often straightforward: the debtor’s debts are discharged, creditors take a haircut of varying degrees, and life moves on. But some bankruptcy proceedings give birth to complicated agreements that...more
In Seitz v. Marcum LLP, 2024 N.Y. Slip Op. 51141(U) (Sup. Ct., N.Y. County Aug. 30, 2024) (here), Justice Robert R. Reed of the New York County Commercial Division addressed the doctrine of in pari delicto, which “bars a...more
On April 25, the US Court of Appeals for the Third Circuit issued its precedential opinion in Mallinckrodt v. Sanofi-Aventis, Case No. 23-1111, reminding everyone that “creditors take on risks” when it ruled that the debtor...more
Overview - The Court of Appeal has overturned the decision of the High Court in Carton-Kelly v Darty Holdings SAS, providing welcome clarity for directors of distressed companies when considering whether to make payments...more
If you thought Lehman Brothers Holdings Inc. (“LBHI”) was done suing lenders as a result of its settlements with RMBS trustees years ago, think again. ...more
This two-part blog series discusses why buyers looking to make strategic purchases in the health care industry might want to take advantage of the Bankruptcy Code Section 363 sale process (363 Sale) and the pros and cons of...more
In the spirit of the upcoming Super Bowl, it is important to keep in mind certain rules of play regarding forfeiture of arguments in federal courts of appeals. The Tenth Circuit reiterated two such rules in recent opinions....more
PG&E’s woes continue. Not only is the company still in the midst of a dangerous fire season, but it’s struggling to find a path out of bankruptcy while fending off a growing chorus of cities and state officials “threatening...more
In This Issue: - EU Risk Retention Undertakings in U.S. General Equipment ABS: Evolving Market Practice - PDP Financing: An Overview - Tax Reform’s Impact on Transportation Finance Transactions EU Risk Retention...more
In yet another of the many cases against Residential Mortgage Backed Securities (RMBS) trustees for their alleged responsibility for losses suffered by investors, Judge Jesse Furman of the Southern District of New York...more
Valera v. AE Liquidation, Inc., the Third Circuit Court of Appeals agreed with five other circuits in holding that WARN notice was not required where an external event outside the employer's control triggering layoffs was...more
Noble Energy Inc. v. ConocoPhillips Company, a 6-to-3 Texas Supreme Court decision, is a reminder of two things: How parties to a property transaction describe what’s being acquired and what’s being left behind can have...more
The factual and procedural background of this case can be found here. In sum, beginning in the 1990s, the appellants, a group of Brazilian companies (collectively, “CBF”) entered into a series of contracts with Primetrade AG,...more
A recent federal trial court decision out of Delaware, In re AE Liquidation, Inc. v. Burtch, No. 14-1492-LPS (D. Del. Mar. 31, 2016), illustrates how, even in the context of a very troubled business, the Worker Adjustment and...more
I will share a small secret – or perhaps, it is not a secret at all. As CLE presentations go, “drafting tip” presentations tend to be very practical in their orientation and are, therefore, more enjoyable and less stressful...more
Malibu Lighting Corporation (Malibu), a manufacturer of outdoor lighting, and six affiliates, including Outdoor Direct Corporation (ODC) and National Consumer Outdoors Corporation (NCOC), have field chapter 11 petitions...more
In Jubber v. SMC Electrical Products, Inc. et al. (In re C.W. Mining Co.), Case No. 13-4175 (Aug. 10, 2015), the Tenth Circuit Court of Appeals confirmed that a single payment made by a debtor within the 90-day preference...more
On March 5, 2015, Chromcraft Revington, Inc.(“Chromcraft”) and Sport-Haley Holdings, Inc. (“Sport-Haley”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code....more