The April 2025 update in Practical Guidance has introduced an extensive array of new resources, refined trackers, and innovative templates across multiple legal practice areas. Designed to address contemporary...
With multiple European and South American countries promising an affordable retirement, Americans are increasingly renouncing U.S. citizenship and expatriating, some gaining citizenship, outside the United...
Lease security deposit deductions typically cover repair costs for damages beyond normal wear and tear and cleaning expenses when rentals are returned in substandard condition. However, landlords and tenants...
Indemnification provisions and representations and warranties are critical components in private target acquisition agreements because they determine the allocation of post-closing transaction risks. Once...
This practice note covers dietary supplement structure/function claims and the laws and regulations, administrative guidance, and federal cases that govern them. Read now » Related Content ...
Sandbagging, in the context of an M&A transaction, refers to a situation where the buyer closes an acquisition based on certain representations and warranties it knows to be false, and then seeks to hold the seller liable post-closing for breach of those same representations and warranties. In the recent Delaware Court of Chancery’s decision in Arwood v. AW Site Services, LLC, the court affirmed its pro-sandbagging stance in rejecting seller’s argument that buyer was foreclosed from asserting claims for contractual breach of representation and warranty in the acquisition agreement because buyer knew that such seller representations were false prior to closing. Review this guidance discussing the Arwood decision.
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