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,...
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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