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Sandbagging (law)
Sandbagging, in the field of mergers and acquisitions law, refers to the act of claiming a breach of a contractual representation or warranty despite having known at the time of the contract that it was untrue. Legal status of sandbagging United States Delaware and New York law both generally permit sandbagging when a contract is silent on the point, whereas California law does not allow it unless the contract explicitly permits it. New York case law indicates that sandbagging is not allowed in cases where the information about the falsehood of the representation or warranty came directly from the seller. United Kingdom English law provides that "purchaser's knowledge" precludes post-closing remedies for breach of warranty, but that a contract may allow sandbagging based on pre-closing constructive knowledge or imputed knowledge (as opposed to actual knowledge). Canada Ontario case law has not dealt with default rules for sandbagging but has indicated that sandbagging may ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Mergers And Acquisitions
Mergers and acquisitions (M&A) are business transactions in which the ownership of companies, other business organizations, or their operating units are transferred to or consolidated with another company or business organization. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position. Technically, a is a legal consolidation of two business entities into one, whereas an occurs when one entity takes ownership of another entity's share capital, equity interests or assets. A deal may be euphemistically called a ''merger of equals'' if both CEOs agree that joining together is in the best interest of both of their companies. From a legal and financial point of view, both mergers and acquisitions generally result in the consolidation of assets and liabilities under one entity, and the distinction between the two is not always clear. In most countries, mergers and acquisitions must co ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Contract
A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, services, money, or a promise to transfer any of those at a future date. In the event of a breach of contract, the injured party may seek judicial remedies such as damages or rescission. Contract law, the field of the law of obligations concerned with contracts, is based on the principle that agreements must be honoured. Contract law, like other areas of private law, varies between jurisdictions. The various systems of contract law can broadly be split between common law jurisdictions, civil law jurisdictions, and mixed law jurisdictions which combine elements of both common and civil law. Common law jurisdictions typically require contracts to include consideration in order to be valid, whereas civil and most mixed law jurisdictions solely require a meeting of the mind ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware
Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Delaware Bay, in turn named after Thomas West, 3rd Baron De La Warr, an English nobleman and Virginia's first colonial governor. Delaware occupies the northeastern portion of the Delmarva Peninsula and some islands and territory within the Delaware River. It is the second-smallest and sixth-least populous state, but also the sixth-most densely populated. Delaware's largest city is Wilmington, while the state capital is Dover, the second-largest city in the state. The state is divided into three counties, having the lowest number of counties of any state; from north to south, they are New Castle County, Kent County, and Sussex County. While the southern two counties have historically been predominantly agricultural, New Castle is more ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
New York (state)
New York, officially the State of New York, is a state in the Northeastern United States. It is often called New York State to distinguish it from its largest city, New York City. With a total area of , New York is the 27th-largest U.S. state by area. With 20.2 million people, it is the fourth-most-populous state in the United States as of 2021, with approximately 44% living in New York City, including 25% of the state's population within Brooklyn and Queens, and another 15% on the remainder of Long Island, the most populous island in the United States. The state is bordered by New Jersey and Pennsylvania to the south, and Connecticut, Massachusetts, and Vermont to the east; it has a maritime border with Rhode Island, east of Long Island, as well as an international border with the Canadian provinces of Quebec to the north and Ontario to the northwest. New York City (NYC) is the most populous city in the United States, and around two-thirds of the state's popul ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
California
California is a U.S. state, state in the Western United States, located along the West Coast of the United States, Pacific Coast. With nearly 39.2million residents across a total area of approximately , it is the List of states and territories of the United States by population, most populous U.S. state and the List of U.S. states and territories by area, 3rd largest by area. It is also the most populated Administrative division, subnational entity in North America and the 34th most populous in the world. The Greater Los Angeles area and the San Francisco Bay Area are the nation's second and fifth most populous Statistical area (United States), urban regions respectively, with the former having more than 18.7million residents and the latter having over 9.6million. Sacramento, California, Sacramento is the state's capital, while Los Angeles is the List of largest California cities by population, most populous city in the state and the List of United States cities by population, ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Paul Hastings
Paul Hastings LLP is a global law firm that represents a client base in finance, M&A, private equity, and litigation. The firm specializes in white collar and government disputes, energy, infrastructure, and intellectual property. Paul Hastings has been ranked on The American Lawyer’s A-List for eleven consecutive years, in 2020, was named Transatlantic Firm of the Year at the British Legal Award, and in 2021, Most Impressive Investigations Practice of the Year at the Global Investigations Review Awards. Paul Hastings is widely known as one of the foremost anti-union law firms in the United States, regularly representing employers in organized labor-related litigation and combating union organizing campaigns. History Paul Hastings was founded in Los Angeles in 1951 by Lee Paul, Robert Hastings, and Leonard Janofsky. Over the years, Paul Hastings expanded its size and geographic reach to meet client needs. Today the firm’s Wall Street client base has made New York its larg ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Falsehood
Deception or falsehood is an act or statement that misleads, hides the truth, or promotes a belief, concept, or idea that is not true. It is often done for personal gain or advantage. Deception can involve dissimulation, propaganda and sleight of hand as well as distraction, camouflage or concealment. There is also self-deception, as in bad faith. It can also be called, with varying subjective implications, beguilement, deceit, bluff, mystification, ruse, or subterfuge. Deception is a major relational transgression that often leads to feelings of betrayal and distrust between relational partners. Deception violates relational rules and is considered to be a negative violation of expectations. Most people expect friends, relational partners, and even strangers to be truthful most of the time. If people expected most conversations to be untruthful, talking and communicating with others would require distraction and misdirection to acquire reliable information. A significant amount ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Warranty
In contract law, a warranty is a promise which is not a condition of the contract or an innominate term: (1) it is a term "not going to the root of the contract",Hogg M. (2011). ''Promises and Contract Law: Comparative Perspectives''p. 48 Cambridge University Press. and (2) which only entitles the innocent party to damages if it is breached: i.e. the warranty is not true or the defaulting party does not perform the contract in accordance with the terms of the warranty. A warranty is not a guarantee. It is a mere promise. It may be enforced if it is breached by an award for the legal remedy of damages. A warranty is a term of a contract. Depending on the terms of the contract, a product warranty may cover a product such that a manufacturer provides a warranty to a consumer with which the manufacturer has no direct contractual relationship. A warranty may be express or implied. An express warranty is expressly stated (typically, written); whether or not a term will be implied int ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Kramer Levin Naftalis & Frankel
Kramer Levin Naftalis & Frankel LLP (known as Kramer Levin) is an American law firm headquartered in New York City. The firm is composed of 325 lawyers in 60-plus practice areas, with branch offices in Silicon Valley and Paris, France. Many of the firm's attorneys have served as directors of nonprofit legal service providers, such as the Legal Aid Society, as well as other community-based nonprofits. History The firm was founded in New York City in 1968, as Kramer, Lowenstein, Nessen & Kamin. Founding members include Arthur Kramer, Louis Lowenstein, Maurice Nessen, and Sherwin Kamin. When Eugene Nickerson, a descendant of President John Adams, joined the firm, its name changed to Nickerson, Kramer, Lowenstein, Nessen & Kamin. The firm's current name, Kramer Levin Naftalis & Frankel LLP, resulted from personnel changes over a number of years, including Nickerson leaving to join the federal bench of the Eastern District of New York; Lou Lowenstein joining the faculty of Columb ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
England
England is a country that is part of the United Kingdom. It shares land borders with Wales to its west and Scotland to its north. The Irish Sea lies northwest and the Celtic Sea to the southwest. It is separated from continental Europe by the North Sea to the east and the English Channel to the south. The country covers five-eighths of the island of Great Britain, which lies in the North Atlantic, and includes over 100 smaller islands, such as the Isles of Scilly and the Isle of Wight. The area now called England was first inhabited by modern humans during the Upper Paleolithic period, but takes its name from the Angles, a Germanic tribe deriving its name from the Anglia peninsula, who settled during the 5th and 6th centuries. England became a unified state in the 10th century and has had a significant cultural and legal impact on the wider world since the Age of Discovery, which began during the 15th century. The English language, the Anglican Church, and Engli ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Stikeman Elliott
Stikeman Elliott LLP is a Canadian business law firm founded in 1952 by H. Heward Stikeman and Fraser Elliott. The firm has offices located in Montreal, Toronto, Ottawa, Calgary, Vancouver, New York, London and Sydney. Since 2021, the firm's chairman is Jeffrey Singer. History Heward Stikeman and Fraser Elliott established a tax boutique firm in Montreal in 1952. The firm expanded throughout the ensuing years, eventually becoming a full-service business law firm. Stikeman Elliott has never merged with another firm, one of the few Bay Street firms to not do so. When it expanded to Toronto in 1970, two new partners were added, Donald Bowman and John Robarts, and the Toronto office became Stikeman, Elliott, Robarts and Bowman. One of the first national firms to maintain an office in Quebec, along with McCarthy Tétrault, Stikeman Elliott is widely considered one of the best firms in Quebec. The firm is one of the Seven Sisters, a group of seven prominent Canadian law firms. The f ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Ontario
Ontario ( ; ) is one of the thirteen provinces and territories of Canada.Ontario is located in the geographic eastern half of Canada, but it has historically and politically been considered to be part of Central Canada. Located in Central Canada, it is Canada's most populous province, with 38.3 percent of the country's population, and is the second-largest province by total area (after Quebec). Ontario is Canada's fourth-largest jurisdiction in total area when the territories of the Northwest Territories and Nunavut are included. It is home to the nation's capital city, Ottawa, and the nation's most populous city, Toronto, which is Ontario's provincial capital. Ontario is bordered by the province of Manitoba to the west, Hudson Bay and James Bay to the north, and Quebec to the east and northeast, and to the south by the U.S. states of (from west to east) Minnesota, Michigan, Ohio, Pennsylvania, and New York. Almost all of Ontario's border with the United States f ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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