The best way to learn about the tax considerations for buyers and sellers in M&A transactions is to study the different M&A deal types. This practice note focuses on the typical tax consequences...
While landlords initiate many evictions for rent payment defaults, they also evict tenants for other lease breaches and violations of federal, state, or local laws. Both landlords and tenants should familiarize...
Representations and warranties insurance (RWI) continues to evolve to meet the challenges of today’s M&A market. Keep your skills and knowledge sharp with RWI resources from Practical Guidance...
Are you interested in recent key legal developments in transgender law in the workplace? Watch our new Transgender Employee Compliance in the Workplace: Key Employer Steps Video , by Kimberley E. Lunetta...
There are no binding guarantees or third party obligations without an obligor expressly granting such guarantee for another party’s obligations. In M&A transactions, a party may require that a parent company enter into a limited guaranty to guarantee a parent affiliate’s payment for a number of reasons, including (1) when the purchaser party to the acquisition agreement is a newly formed acquisition entity, (2) when a seller of substantially all assets will no longer have assets to support indemnification obligations, (3) in distressed asset deals, when the seller may default on a retained liability and trigger successor liability claims against purchaser, and (4) in seller-financed transactions, which require the purchaser parent guarantee purchaser payments under a promissory note made by purchaser. Check out this new Parent Guaranty (M&A Transaction) template with drafting notes and optional and alternate clauses.
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