Working Capital Adjustments
The purchase price is often adjusted post-closing in M&A deals because the working capital delivered at closing is often not adequate when compared to the negotiated target. This makes intuitive sense. The buyer expects the business to be delivered with a “normal” level of current assets to operate the business in the ordinary course. On […]
A Guide to Transition Services Agreements (TSAs) in M&A
A “Closing” is often treated as the finish line. But sometimes the Closing is merely the beginning of a complex period of operational co-dependence. When a buyer acquires a business unit that was previously integrated into a larger parent company, that unit rarely arrives as a standalone entity. It often lacks its own HR systems, […]
Environmental, Health, and Safety Contract Issues
When environmental, health, and safety obligations slip through the cracks, corporations confront more than lost productivity and strained supplier relationships. They face a landscape of legal liabilities that can swiftly erode balance‐sheet strength, derail strategic initiatives, and unsettle stakeholders. From enforcement actions and citizen suits to contract disputes and insurance claims, EHS failures ripple through […]
Examples of Earn-out Litigation
This blog post shares three real-world earn-out litigations—each in a different forum, each tied to a transaction in the $5 million–$20 million range, and each presumably costing total attorney’s fees greater than $1 million! 1. STX Business Solutions, LLC v. Financial-Information-Technologies, LLC Delaware Court of Chancery │ C.A. No. 2024-0038-JTL (Del. Ch. Oct. 31, 2024) […]
Boilerplate Language: Forum Selection and Choice of Law
Forum Selection Parties need to consider (a) the location where the dispute will be heard and (b) whether the dispute will be resolved by litigation, arbitration, or mediation. To add a little complexity, parties need to decide whether arbitration or mediation awards will be binding or non-binding. Contracts have choice of law provisions because a […]
Boilerplate Language: Final Terms, Amending Terms, Waiving Terms, Incorporating Terms, OH MY!
Each of these issues is typically found in the boilerplate at the end of a contract. Business owners who negotiate their contracts without legal counsel typically gloss over these provisions because they are unrelated to the business terms of the deal. They do so at their own peril. Entire Agreement. The integration or merger clause–also known […]
Privacy, Security, and Artificial Intelligence Checklist
Enforcement activity saw a significant surge throughout 2025, marked by landmark judgments and multi-million dollar settlements. These actions primarily targeted issues such as analytics, ad tracking, wiretapping, data subject rights, and the collection of sensitive data. As we move into 2026, this aggressive trend shows no signs of slowing. To help your organization navigate these […]
Five Real Estate Cases to Know
Economic uncertainty inevitably leads to litigation in all sectors. Here are five different real estate cases with issues that will lead to even more cases filed in the near future. 1. Return of Deposits for Unbuilt Co‑Living Units Case: Thirty‐Three South American Buyers v. Location Ventures (Miami‑Dade Cir. Ct., filed Feb. 2024)Issue: Breach of contract—developers […]
Proactively Avoiding Earn-Out Disputes
It is pretty straightforward: draft your agreement with precision, transparency and structured processes: Clarity. Accountability. Transparency. Bespoke. These are words that should define an attorney’s work at all times. David Seidman is the principal and founder of Seidman Law Group, LLC. He serves as outside general counsel for companies, which requires him to consider a […]
Preferred AI Clauses for Contracts
After drafting, reading, negotiating, and analyzing so many contracts–all done by me versus AI–I want to share some of the better clauses I have read. Of course, each clause likely needs additional tailoring to meet your particular situation including the proper defining of the capitalized terms used in the examples below. This blog post provides […]
