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...
When a buyer in a private acquisition transaction knows (whether at signing or before closing) that a representation or warranty given by the seller is not true yet closes the transaction anyway and then seeks damages for breach of representation or warranty, the buyer is said to have "sandbagged" the seller. On its face, such a claim might seem unfair to a seller, and even the name "sandbagging" suggests an inherent unfairness to this practice. However, there are many practical considerations with respect to risk allocation and expediting contract negotiations that might justify allowing the buyer to sandbag the seller post-closing. While some acquisition agreements attempt to explicitly preserve the opportunity of the buyer to do so by including a pro-sandbagging clause or explicitly deny such opportunity using an anti-sandbagging clause, many acquisition agreements are silent on the topic. Check out the market trends with respect to sandbagging provisions in M&A agreements publicly filed in 2023 and access representative examples in Market Standards.
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