Legal News

The World Health Organization (WHO) has declared the coronavirus disease 2019 (COVID-19) outbreak a public health emergency, and as of the date of this alert, the Centers for Disease Control and Prevention (CDC), a component of the U.S. Department of...By: Carlton Fields

For countless companies that contract with other businesses for human capital or other services in which the employees of one entity are deployed to perform work for another, there is always a risk that the misdeeds of one will also land the other in...By: Carlton Fields

When one party to an M&A agreement alleges that the other breached its representations and warranties, the damages analysis can be complex, depending on the terms of the agreement. Generally, a claim for indemnification due to a breach of...By: Carlton Fields

In the world of M&A and private equity deals, buyer-side representation and warranties insurance (RWI) transfers the risk of a seller’s representation to an insurer. To adequately safeguard the insurer, it therefore becomes necessary in any...By: Carlton Fields

The First Circuit recently denied a corporation’s numerous arguments seeking to vacate an arbitration award in favor of the individual who sold an entity to the corporation. The court’s decision reflected the narrow review of arbitration awards and...By: Carlton Fields

Buyers in M&A deals often contend that they value a target company based on the seller’s representations and warranties. If the buyer later determines those representations and warranties were false, it may argue that, as a result, the business is...By: Carlton Fields

RWI valuation claims often arise from a breach of financial statement representation and warranties where the buyer asserts that the transaction was over-valued because prior earnings, on which the purchase price was based, were overstated due to a...By: Carlton Fields

Does a seller’s breach of representations and warranties in a merger and acquisition (M&A) transaction automatically entitle the buyer to compensation?...By: Carlton Fields

No One Likes a Bad Deal- Sometimes an acquired company’s revenues and earnings decline substantially following an acquisition. The investment is worth less to the new owner and the reputations of the deal team that championed the deal within the...By: Carlton Fields

In the accounting profession, the concept of materiality in financial reporting comes from two distinct areas: Generally accepted accounting principles (GAAP), and generally accepted auditing standards (GAAS)....By: Carlton Fields