Corporate News: A Legal Update

When negotiating any type of contract, it is important to give due attention to all terms, even topics that appear merely ministerial or administrative, as their interpretation may have serious implications in the performance of the contract. The Wisconsin Court of Appeals recently analyzed a right of first refusal agreement on the sale of a property after one party failed to comply with its notice provision. The decision underscores the importance of understanding and adhering to all terms of a contract as written.

The Hart-Scott-Rodino (HSR) Act requires parties to a future business sale to disclose information to determine that the transaction does not violate antitrust laws or harm competition. Learn about the new HSR form required as of February 10, 2025

Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for costs that arise relating to the performance (or lack thereof) of the terms the parties agreed to in the transaction documents.

The Federal Trade Commission and Department of Justice recently proposed drafts of new Merger Guidelines for their review and approval of mergers and acquisitions, with the intent of responding to the realities of the modern economy.