Clients should never lose sleep over legal obstacles to closing Business Transfers, obtaining Capital or concluding Business Arrangements. Services available as Fractional CLO and on a transaction basis.
Q1. Can an acquirer cancel a hotel chain acquisition if the business suffers a “material adverse effect” (“MAE”) after the M&A agreement is signed? On November 30, 2020, a Delaware court answered this question by analyzing the following COVID-19 scenario: two out of 15 hotels were closed; food and beverage operations in the remaining 13 […]
You entered into the contract fully intending to perform it. Then a virus emerged from China, causing a pandemic and requiring your business and/or your key suppliers to close. The other party is threatening to sue for damages caused by your breach of contract. This “hypothetical” is now your reality. Reduce risk of uncontrollable events […]
No Impasse Required Conventional Wisdom? Shareholder differences can paralyze and destroy a business. Even without economic justification, conventional wisdom recommends an “impasse” to exercise a “push-pull,” “Texas shootout or showdown,” “Russian roulette” or similar “reversible” buy-sell provision. Too often disputes destroy working relationships long before the shareholder or director impasse trigger is reached. No Fault […]
