Learn more about the tax restrictions and limitations on related-party transactions that apply to partnerships and other flow-through entities. Because partnership tax items generally flow through directly...
Real estate investment trusts (REITs) are companies formed to own and lease real property or hold debt secured by real property. They are attractive to foreign investors as they provide a vehicle for using...
Avoid the March madness and score high on your next draft asset purchase agreement. In asset acquisitions, buyers can cherry-pick which assets and liabilities to assume in the transaction. The purchase...
This practice note discusses drug, medical device, and biologics clinical trials conducted outside the United States. Among the topics addressed are data use, export control, and clinical trial approval...
Do you need to advise your clients on federal and state labor and employment laws in light of recent bank failures and mass tech company layoffs? Start with our Reductions in Force Resource Kit, which...
Indemnification provisions are typically found in M&A transactions involving a private target and generally cover two categories of claims: claims between the parties and third-party claims. The purpose of indemnification provisions is to specify the circumstances and manner in which a buyer can seek remedies from the seller for pre-closing breaches and also how the seller can resist the buyer’s attempts to claw back the purchase price through post-closing indemnification claims. In negotiating and drafting an acquisition agreement, M&A counsel must carefully consider the types of claims that may form the basis of an indemnification claim and what types of losses or damages the indemnified party may recover. Take a moment to refresh your understanding of indemnification provisions in M&A transactions, including private stock, private asset, and private merger as well as public merger transactions. Practical Guidance has you covered!
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