Legal News

In a late night, 242-page decision, the Delaware Court of Chancery ruled that the buyer in a purchase and sale agreement was relieved of its obligation to close and could terminate the agreement as a result of the changes made to the business by the seller in response to the COVID-19 pandemic....By: Dechert LLP

The impact of the COVID-19 Coronavirus is not limited to making it harder to sell a senior living community due to nervous buyers and lenders (although we are seeing a thaw).  Senior Housing News reports that it has also caused a slowdown in the development of new senior housing product....By: Lowndes

Indemnification clauses are ubiquitous in commercial agreements of all types. In the M&A context, indemnification is a concept that applies most frequently in the contractual remedies regimes that are provided in private company acquisition agreements for breaches of representations and warranties, or for excluded liabilities. Indemnification is also a concept that arises in entity formation agreements for officers and directors in the corporate context, for members and managers in the limited.....

Despite the difficulties brought on by the Covid-19 pandemic, November 2020 has been a transformational period for the UAE. In what appears to be an attempt to reshape the status quo and directly address obstacles and issues that have been debated to great lengths, the federal government has in the span of three weeks exhibited its commitment to change through several legislative reforms. Please see full Publication below for more information....By: FTI Consulting

Salesforce recently announced the acquisition of Slack, which is certain to drive new and exciting changes in the world of collaboration software.  We wondered what the impacts might be, and what it may mean strategically for corporate legal and compliance considerations....By: Hanzo

The UK has announced a bill proposing a new system to screen transactions for national security risk, separate from the system of merger review operated by the Competition and Markets Authority. The National Security and Investment Bill has been in the pipeline since the publication of the National Security Risk Assessment in 2015, but has been delayed due to Brexit and the COVID-19 pandemic....By: Dechert LLP

Tuesday’s Senate Committee hearing with Fed Chair Powell and Treasury Secretary Mnuchin showed the growing rift between the two over their views of “challenges facing the United States economy in the months ahead.”...By: Robins Kaplan LLP

Investment funds may face enhanced premerger reporting requirements under a new rule jointly proposed by the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ). Published Dec. 1, 2020, the notice proposes two important changes to premerger reporting requirements under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act and implementing regulations....By: McGuireWoods LLP

On 25 November 2020 the French Supreme Court (Cour de cassation) overturned its decade-long case law, ruling that corporations may now be held criminally liable for offenses committed by acquired entities prior to the merger....By: Hogan Lovells

The past decade’s robust mergers and acquisitions volume sparked the rapid growth of representations and warranties (R&W) insurance. This coverage provides protection from losses due to a seller’s breach of representations in the acquisition agreement and is intended to remove risks from balance sheets and largely supplant traditional seller indemnity in M&A transactions. But a key question has lingered: Are insurers actually paying R&W claims?... Originally published in Risk Management...By:...