What is Reverse Vesting and What are the Tax Considerations?
FCA Implications for M&A Transactions
What You Need To Know About Representation and Warranty Insurance
Growth by Acquisition Important Considerations for Government Contractors, Part 2 of 2
The Exit: Everything You Need to Know but Didn’t Know to Ask about Startup Acquisitions
Podcast: Buy-Sell Market - Factors to Consider in Transactions of Automotive Dealerships
Jeremy Levy on Recent RWI Challenges and Near-term Outlook
Selling Your Government Contract Business: Plan Today for a Stronger Tomorrow, Part 1 of 2
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Opportunities and Optimism: M&A Deal Trends — A Recap Discussion Around ACG Atlanta M&A South Panel
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Law Brief®: Mark Rosenberg and Richard Schoenstein Discuss Online Distribution Leakage
Top 20 Negotiation Tips: #8 and #9
Episode 15 | Hot! Hot! Hot! Don't get Burned by the Perils of Buying and Selling Residential Real Estate
Exit Worth Celebrating – It’s Never Too Early to Plan for Your Exit
How Private Equity Firms Structure Health Care Mergers and Tax Implications
Strategic Growth Paths of Top Small Business Government Contractors
How to prepare for a merger and acquisition in logistics and transportation
Exit Strategies for GOVCONs with Set Aside Contracts: 2021 Insights and Lessons Learned from Business Owners and Advisors
Mergers and Acquisitions in Healthcare: Getting Your House in Order
A recent Eleventh District Ohio Court of Appeals decision (Bockelman v. Griffin) reminds us that: 1) fraudulent concealment/non-disclosure is an exception to the general real estate principle of “Caveat Emptor” (Let the Buyer...more
The question of enforceability of an offer to purchase real estate was addressed by the Massachusetts Appellate Court in McCarthy v. Young, 105 Mass. App. Ct. 203 (2025). In this case, the buyer offered to purchase real...more
The High Court has ruled that earn-out calculations, emailed by the buyer to the sellers in relation to a share sale, were not validly communicated. Earnout calculations and notice provisions - Under an earnout provision...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
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
In the English Court of Appeal's judgment in Drax Smart Generation Holdco Limited v Scottish Power Retail Holdings Limited [2024] EWCA Civ 477, it considered the validity of a notice of claim served pursuant to a share...more
As properties age, it is not uncommon for lingering easements to exist on record which were originally created to serve needs that no longer exist or are practically speaking outdated. Recorded easements can affect a...more
It appears real estate brokers in the District will be able to breathe a sigh of relief after the US Court of Appeals for the DC Circuit vacated and remanded a district court’s finding that a brokerage firm failed to properly...more
The California Court of Appeal in Mega RV Corp. v. HWH Corp. (2014) 225 Cal.App.4th 1318 held that component-part manufacturers are not obligated to indemnify retail sellers under California Code of Civil Procedure section...more
In 4-Way Electric Services, LLC v. Huntcole, LLC, __ So.3d __, 2023 WL 4114332 (Miss. June 22, 2023), the Mississippi Supreme Court considered a dispute between the sellers and buyer of a business that refurbishes electric...more
For many years, Michigan has consistently interpreted “blanket” purchase orders as binding requirements contracts that could bind suppliers (and buyers) for many years — frequently, for the life of a particular OEM or buyer...more
A recent case weighed the extent to which a purchaser was able to negotiate terms when exercising a purchase of property under an option in a lease. The litigation began when, after the tenant/buyer exercised its purchase...more
A recent (August 11, 2022) US Court of Appeals for the Federal Circuit ("CAFC") opinion, Meyer Corp., US v. United States,1 has relieved many concerns that a previous decision by the US Court of International Trade ("CIT")...more
Before a buyer of “goods” can bring a breach of warranty claim, Section 2-607(3) of the Uniform Commercial Code requires that it, “within a reasonable time after he discovers or should have discovered any breach[,] notify the...more
On February 11, 2020, the Michigan Court of Appeals issued a significant decision that impacts manufacturing supply contracts – especially those in the automotive industry – holding that a buyer may enforce a supply contract...more
Last month, the Iowa Court of Appeals issued an opinion in the case of Robinson v. Welp, which serves as an important reminder to sellers to disclose all known problems affecting a home or face the potentially expensive...more
Some cases just make you wonder what people were thinking. I’m not even sure Donald Trump would have tried to get away with what Dico, Inc., tried to get away with. In 1994, EPA issued an administrative order, requiring...more
On Tuesday, October 23, 2018, the Ninth Circuit Court of Appeals issued an important opinion reviving a decade-old Alien Tort Claims Act (ATS) suit based on alleged aiding and abetting slave labor in cocoa farms on the Ivory...more
Two years ago, we wrote about a noncompete decision in which a special referee found a business seller had breached a sales agreement by violating both a noncompete covenant and an exclusive sales provision contained in 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
In civil litigation, parties frequently communicate with consultants, tax advisors, friends, family, and others concerning the subject matter of the litigation, and such communications raise issues regarding the possible...more
A unanimous New York Court of Appeals recently held that the acceptance of an auction bid for the sale of a syndicated loan may constitute a final and binding trade, even if there is language indicating that the agreement is...more
As the seller of real property, you might have heard: “Don’t worry, that warranty won’t survive the closing.” Or, you may have assumed that because the purchase agreement stated that certain representations and warranties did...more
Supreme Court Advance Release Opinions: SC19359 - Persels & Associates, LLC v. Banking Commissioner - Noting that it has generally been the policy of the Courts to defer to the Legislature, especially as to the...more