Wall Street Journal (12/24/13) Kathleen Madigan
According to the Federal Reserve Bank of Richmond, business conditions are currently at 13, the same as in November but up from one in October. A reading above zero indicates expansion. The new-orders index slowed to 10 from 15 in November. The shipment index this month fell to 15 from 16. The employment index rose to 14 from six in November, while the workweek index fell to six from 12. Manufacturers expect improvement over the next six months.
Buyers of a business generally expect sellers to be responsible for certain liabilities relating to when the seller owned its business—a concept mergers and acquisitions professionals refer to as indemnification. Indemnification is one of the most heavily negotiated, and potentially most significant, provisions of a purchase agreement, and understanding the terminology common to such agreements is essential when negotiating a deal. Attorney Paul Pincus of Ortoli Rosenstadt LLP explains what sellers are liable for, how a seller’s liability may be limited, and how buyers may seek to fund potential indemnity claims.
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