Legal News

Dear YouDig?, We are a tree service contractor and some shady property manager is trying to give us a haircut. We don’t want a haircut. We like our hair AS IS. We had a contract. We changed the scope through agreed upon change orders. We finished all of the work on time. No complaints. Now, a month later, it is time to pay. The manager is challenging our work and offering only 2/3 of the balance due......By: Buckingham, Doolittle & Burroughs, LLC

I. EXEMPTIONS - Resale Exemption - Domokur Aviation Services, LLC v. McClain, Ohio BTA Case No. 2019-694 (September 15, 2020). Applying the Supreme Court’s decision in Pi in the Sky, LLC v. Testa, 155 Ohio State 113, 2018-4812, which involved parallel facts, the BTA denied the resale exemption for a $2.9 million aircraft purchase. The BTA cited the following factors to support its finding that the taxpayer was not engaged in a for-profit business operation to support the resale exemption: •...

Don't rest on your laurels because the closing ink has dried! In this final episode of the series on state and local tax issues in M&A, Matt Hunsaker addresses some of the issues that arise after closing and how to prepare for them, including tax sharing agreements, transition service agreements, voluntary disclosure agreements for lemon purchases, and more....By: BakerHostetler

One- The UK has championed an open and dynamic market economy, including foreign direct investment ("FDI") into the UK, ever since political theorists such as Adam Smith argued the benefits of free trade over mercantilism in the mid-19th century. Since the merger regime was last reformed, in 2002, no UK deal has been blocked on public interest grounds to date and, prior to 2019, there had, on average, been less than one public interest intervention notice issued by the Government on the grounds...

The Federal Trade Commission, by a 3-2 vote along party lines, has proposed for public comment two major changes to its Hart-Scott-Rodino (HSR) Act premerger notification rules. These changes would exempt from HSR filing some under-10% investments and would require some additional filings by aggregating investments by funds within a family of commonly managed funds......By: Lowenstein Sandler LLP

In a May blog post we discussed several initial observations regarding the dozens of M&A transactions that were signed prior to March 2020 and that were in jeopardy as a result of COVID-19. Since that post, the Delaware Chancery Court has had the opportunity to consider some preliminary issues relating to certain of those jeopardized transactions involving private equity-backed buyers....By: Cooley LLP

Already burgeoning, foreign direct investment regulations worldwide are bulking up still more in response to emerging threats. Over the past few years, countries around the globe have started to either implement or ratchet up their foreign direct investment (FDI) controls. Once the exclusive domain of sectors traditionally associated with national security, FDI reviews are ramping up in healthcare, high technology (especially "dual use" technology), real estate and a growing list of other...By:...

It happens all the time! The owner-contractor agreement contains a “no damages for delay” clause; a clause requiring that all changes be in writing before work is performed; and a clause requiring partial lien waivers and releases with each periodic payment....By: Burr & Forman

In private equity secondary transactions, it is commonly assumed that UK stamp duty is not payable. However, in light of the latest HMRC consultation on modernising stamp duty on shares, the approach to dealing with stamp duty on secondaries may be due to change. Please see full Publication below for more information....By: Hogan Lovells

On 21 September 2020, the Federal Trade Commission (FTC) announced for comment sweeping changes to the Hart-Scott-Rodino (HSR) Act rules. First, the FTC proposed changing the definition of "person" to include HSR associates....By: Hogan Lovells