The United States has tax treaties with nearly 70 countries to prevent double taxation and curb tax evasion. These treaties, based on Article II, Section 2 of the U.S. Constitution, are reciprocal and...
Real estate activities are highly regulated, and each state has laws governing specific prohibited practices as well as liabilities and penalties for violations. Explore this state law survey covering...
Contractual disputes regarding allegations of fraud are often complex, time-consuming, and expensive to litigate. Parties may amicably negotiate an acquisition agreement without even considering whether...
This practice note covers FDA prior notice requirements for imported food, including scope and exceptions, notification contents and timing, methods of submitting notice, and consequences for failing to...
Do you need guidance on drafting international employment contracts? Read our International Employment Agreements: Key Drafting Tips practice note, by John L. Sander, Michael Watts, and William Ellis,...
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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