Page 33 - Gray Reed News Today

Even if you are not a tax professional, many people have heard of a 1031 exchange or like-kind exchange. This tax deferral provision has been a permanent part of the Internal Revenue...

In DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, the Delaware Court of Chancery (the “Court”) in an unpublished opinion analyzed whether the asset purchase agreement included the sale to the buyer of the target company’s and its employees’ pre-closing and post-closing communications with their attorneys.  In January 2018, Innovative Chemical Products Groups LLC and ICP Construction, Inc. (together, “Buyers”) purchased substantially all of the assets of Arizona ...

In AB Stable VIII LLC v. Maps Hotel and Resorts One LLC et al., the Delaware Court of Chancery has published its first ruling regarding whether or not the effects of the COVID-19 pandemic constitute a material adverse effect (“MAE”) that would allow a buyer to terminate an acquisition agreement entered into prior to the COVID-19 outbreak in the U.S. Introduction In early 2019, AB Stable VIII LLC (“Seller”) initiated a sale process for its portfolio of fifteen luxury hotels located in t...

In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are required to cover their own legal fees absent clear and unequivocal fee shifting language, even where one party is required to indemnify the other party for losses associated with a breach of the contract and losses are defined to include attorneys’ fees and expenses. Factu...

Reform Austin In a startling example of possible political cronyism, Rep. Jeff Leach (R-Allen) is introducing a bill that will protect truck drivers from litigation when they are involved in accidents. Leach’s day job? Protecting truck drivers from litigation when they are involved in accidents. House Bill 19 is a complicated set of new legal parameters for civil suits involving trucking accidents. Briefly and in part, it makes evidence of a defendant’s failure to comply with standards...

Agriculture your username March 8, 2021 Late last week, The DeLong Co. appealed a Kansas District Court’s judgment in a trademark lawsuit it filed in 2017 against Syngenta AG to the Tenth Circuit. The lawsuit is part of a larger multi-district litigation matter; the court determined that DeLong Co.’s claims specifically were barred by the statute of limitations.  The Kansas District Court issued its judgment in favor of the defendants, including Syngenta AG, Syngenta Crop Protection AG, Sy...

Texas is a “community property” state; but all property in Texas is not “community property”. In Texas, each spouse can have his or her own “separate” property, which generally...

In a 1924 Deed Mulkey conveyed property to White and Tom and reserved “ one-half of one-eighth of all minerals …” Davis (heirs and assigns of Mulkey) claimed ownership of half of the minerals pursuant to the reservation. Navigator (heirs and assigns of White and Tom) claimed that Davis only owns 1/16 th and that Navigator owns the rest. Ruling on dueling motions for summary judgment, the trial court agreed with Navigator and declared, among other things, that the Deed was unambiguous and ...

This is a continuation of a five part series reviewing False Alarm: How Climate Panic Costs us Trillions, Hurts the Poor, and Fails to Fix the Planet by Bjorn Lomborg.  EXTREME WEATHER OR EXTREME EXAGGERATION? About half of Wallace-Wells’s book, Uninhabitable Earth, is devoted to what he describes as the “Elements of Chaos” that will result from man-made climate change unless fossil fuels are abandoned within the next several decades. This was the part of Wallace-Wells’s book that ...

Last month’s post explained how setting up a dummy company can help seal a deal. Unfortunately, dummy companies can be used for far more nefarious purposes, including money laundering, terrorism financing, and tax fraud. For example, 60 Minutes revealed how high-end real estate has been snatched up by dummy companies linked to foreigners with ties to organized crime, despotic regimes, or both. They were able to use dummy companies to anonymously move money into the United States, because mo...