Legal Blog

M&A Nugget: Attorneys’ Fees

Post-closing disputes can be extremely time consuming and costly, especially the costs of attorneys’ fees.  Consideration should always be given to whether the purchase agreement should include a provision dealing with attorneys’ fees.  In the United States, unless the parties to a contract agree how attorneys’ fees will be handled, each side is responsible for its own attorneys’ fees.  Purchase agreements often contain provisions requiring the “loser” in a dispute to pay attorneys’ fees.  Several issues arise.  First, what amount of attorneys’ fees will the loser be required to pay?  Although the provision often states that the loser pays all attorneys’ fees incurred by the winner, courts almost always require that the attorneys’ fees be reasonable in order to be recoverable.  Another question is, exactly which party is entitled to recover attorneys’ fees?  The attorneys’ fees clause is often drafted to state that the “prevailing” party is entitled to recover fees from the “non-prevailing” party.  Exactly who is the prevailing and non-prevailing party in litigation is not always clear.  Courts are often reluctant to award attorneys’ fees.  It is therefore important that the attorneys’ fees provision be as clear as possible to allow the judge or arbitrator to easily determine what the parties’ intentions were and to decide who is entitled to attorneys’ fees.

 

 

If you have any questions about this or any other M&A issue,
please contact Glenn Solomon at gsolomon@offitkurman.com or 443-738-1522.

 

ABOUT GLENN D. SOLOMON

gsolomon@offitkurman.com | 443-738-1522

Glenn D. Solomon is a principal at Offit Kurman and has provided counsel to businesses and business owners for more than twenty-five years. He has extensive experience in the purchase and sale of businesses, structuring ownership agreements, and advising companies in financial distress.

 

 

 

 

 

 

ABOUT OFFIT KURMAN

Offit Kurman is one of the fastest-growing, full-service law firms in the Mid-Atlantic region. With over 130 attorneys offering a comprehensive range of services in virtually every legal category, the firm is well positioned to meet the needs of dynamic businesses and the people who own and operate them. Our ten offices serve individual and corporate clients in the Maryland, Delaware, New Jersey, and Northern Virginia markets, as well as the Washington DC, Baltimore, Philadelphia, and New York City metropolitan areas. At Offit Kurman, we are our clients’ most trusted legal advisors, professionals who help maximize and protect business value and personal wealth. In every interaction, we consistently maintain our clients’ confidence by remaining focused on furthering their objectives and achieving their goals in an efficient manner. Trust, knowledge, confidence—in a partner, that’s perfect.

You can connect with Offit Kurman via our Blog, Facebook, Twitter, Google+, YouTube, and LinkedIn pages. You can also sign up to receive Law Matters, Offit Kurman’s monthly newsletter covering a diverse selection of legal and corporate thought leadership content.

MARYLAND | PENNSYLVANIA | VIRGINIA| NEW JERSEY | NEW YORK | DELAWARE | WASHINGTON, DC