From the first notice of claim to the last gasp of a confirmed plan, mass-tort bankruptcies are where coverage law gets tested—and sometimes torched. Discover how to stay ahead of the fire. Read...
Lenders typically require an opinion from borrower’s counsel in connection with a financing transaction. Review this resource kit for an overview of the process of drafting and delivering legal opinions...
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In a stock purchase transaction, the outstanding stock of the target company is transferred directly by its stockholders to the purchaser, with a stock purchase agreement serving as the primary governing document. Tax professionals must thoroughly identify and resolve any open or unresolved tax issues and verify that all required tax filings have been executed on time. This step is critical because the target company typically retains its preclosing liabilities after acquisition, meaning that any unresolved tax issues or discrepancies will ultimately pass to the buyer upon closing. As a result, conducting comprehensive due diligence, scrutinizing all tax representations, warranties, and negotiating robust indemnification clauses is essential to protect the buyer from unexpected exposures.
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