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.”
Why So Many Great Lawyers Stink at Business Development and What Law Firms Are Doing About It
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.
Blockchain Domains: New Developments for Brand Owners
Blockchain domain names offer decentralized alternatives to traditional DNS-based domain names, promising enhanced security, privacy and censorship resistance. However, these benefits come with significant challenges, particularly for brand owners seeking to protect their trademarks in these new digital spaces.