Insights
Asset Purchase Agreement: Why Do Post-Closing Disputes Arise?
3 Questions Decision-Makers Raise About Asset Purchase Agreements: Representations and warranties scope, indemnification survival periods, working capital adjustments.An asset purchase agreement is the operative contract governing the sale of a business's assets rather than its equity. Unlike a stock purchase, an asset transaction requires the buyer to assume only specified liabilities and permits the seller to retain others, creating distinct risk allocation challenges. Decision-makers and in-house counsel often underestimate how heavily the agreement's drafting details determine post-closing disputes, tax exposure, and recovery options when representations fail or hidden liabilities emerge. This article addresses the legal risks that most frequently trigger litigation and the contractual provisions that shape whether remedies are available when problems surface.
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Public Official Bribery
In Washington D.C., bribery involving public officials is classified as a severe criminal offense under both District and federal law. It profoundly undermines public trust, compromises fair governance, and threatens the integrity of government operations, leading to aggressive legal action. Bribery is established not only when a gift or benefit is successfully received, but also when it is corruptly offered, solicited, or promised in connection with an official duty or decision.
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Which Franchise M&A Elements Require Strict Regulatory Compliance?
3 Questions Decision-Makers Raise About Franchise M&A: Due diligence scope and franchise agreement transfer, regulatory compliance and franchisor consent, post-closing liability and successor obligations.Franchise mergers and acquisitions involve distinct legal complexities that differ sharply from standard corporate transactions. Unlike typical M&A, franchise M&A requires navigating both the underlying business assets and the franchise relationship itself, which is governed by the Franchise Disclosure Document (FDD), state franchise laws, and often heavily negotiated agreements. Decision-makers frequently underestimate how much of the deal's value and risk depends on understanding franchisor consent requirements, the transferability of franchise rights, and the extent to which an acquirer assumes successor liability for the franchisee's obligations. This article examines the core legal issues that should drive your evaluation and timing.
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Public Ethics Law
In New York, the Anti-Corruption Solicitation Law governs ethical conduct among public officials, prohibiting specific undue solicitations and the receipt of improper gifts. This article details the scope, prohibited actions, penalties, and essential reporting procedures under this critical law. The primary objective is to maintain public trust and ensure that governmental actions are guided solely by public interest.
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How to Address Key Risk Allocation in M&A Agreements
3 Practical Points on M&A Agreements from Counsel: Representations and warranties drive post-closing disputes, transaction structure determines tax exposure, and indemnification caps limit recovery.Mergers and acquisitions involve complex contractual frameworks that determine how risk is allocated between buyer and seller, what representations each party makes about the business, and what remedies exist if those representations prove inaccurate after closing. For in-house counsel and deal decision-makers, the M&A agreement is the controlling document that governs the entire transaction, yet many negotiators focus on purchase price and deal timing while underestimating the operational and financial consequences embedded in the agreement's risk allocation provisions. This analysis addresses the core legal issues that create the most significant exposure in M&A transactions and the strategic considerations counsel should evaluate before execution.
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Improper Solicitation Prohibition Act
In Washington D.C., the Improper Solicitation Prohibition Act is a critical legislative measure designed to safeguard the integrity of public administration. The Act strictly prohibits public officials and associated individuals from seeking or accepting bribes, gifts, or any form of undue influence that could improperly distort or compromise official duties. This article outlines the essential scope, defines prohibited and permitted conduct, details the penalties, and clarifies the necessary reporting procedures under D.C. .thics laws, emphasizing the District's commitment to transparent and accountable governance.
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