Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Court Casts Doubts on Value of Information Disclaimers in Lease Syndications
In a standard lease syndication transaction, the lease syndicator (ie, the seller of the lease) wants to ensure that it is not responsible for the accuracy or completeness of the underlying lessee's financial data. The seller thus typically requires its buyer to affirmatively acknowledge that the buyer itself has made a complete and independent investigation of the lessee's financial condition and is fully satisfied with the lessor's credit standing. The buyer will also be expected to acknowledge that, in acquiring the syndicated lease, it is in no way relying on the seller's business judgment or financial expertise, and has not relied on any information provided by the seller as to the lessee's financial condition.
The efficacy of these and similar disclaimers of representations and warranties by the seller as to the lessee's financial condition (also referred to as “information disclaimers”) are often called into question, however, whenever a lessee defaults amid allegations that false or misleading financial information was provided (or that adverse financial information was withheld) by or on behalf of the lessee, especially when the buyer of the lease can readily show it relied on this tainted financial data. Although such information disclaimers are often upheld in the courts in the syndication of leases and loans (whether the syndication is in the form of a participation agreement or an outright sale and assignment of a lease), successful attacks can and have been mounted on these disclaimers (at least on the summary judgment level) under the rubric of “fraud in the inducement.”
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.