Read Civil Procedure updates, alerts, news, and legal analysis from leading lawyers and law firms:
Do you know the restrictions for a probationary driver in New Jersey?
Bill on Bankruptcy: The Market's Unquenchable Thirst for Junk
Legal Rights When Moving - Interview of Larry Bodine on Better Kansas City KCTV 5
Larry Bodine's Interview on News 4 Jax (WJX4)
Bill on Bankruptcy: Kodak Plan Bumps the Debt, Craters Stock
Does Canada Need a New Uniform Arbitration Law?
Bill on Bankruptcy: ResCap Report, a Bargain at $83 Million
Bill on Bankruptcy: Stockton May Win the Battle, Lose the War
Serving Legal Documents Through Social Media
Supreme Court Closes CAFA Loophole in Standard Fire v. Knowles
Bill on Bankruptcy: Sigmund Freud, Marx Brothers, Bernie Madoff
Viewer's Guide to Gay Marriage Oral Arguments
Arbitration - An Alternative to Litigation for Dispute Resolution
Weekly Brief: 78% of Law Schools Ignore ABA Rule
Bill on Bankruptcy: Secret Madoff Agreement May Harm Victims
Street Legal Cars
Newsbreak: Surprising Results in Three Cases
Will The Debt Ceiling Standoff End Up In Court?
Newtown Shootings Could Give Rise to More Litigation, Says Pinsky
Bill on Bankruptcy: Big Surprises For AMR, MF Global Creditors
The Delaware Court of Chancery recently upheld a buyer’s claim that a seller fraudulently and actively concealed material information, even though the buyer had agreed to an exculpation clause in the stock purchase agreement...more
In a recent case before the Delaware Supreme Court, SigaTechnologies v. PharmAthene, the court upheld a Delaware Chancery Court’s ruling that an express agreement between parties to negotiate in good faith, even if the...more
1. Introduction - When commercial agreements are negotiated, certain key terms are generally the subject of intense discussion. Once these terms have been agreed, there is a risk the ‘boilerplate’ provisions1 at the...more
This case involved the unusual situation of a dual proceeding in the Court of Chancery and the Superior Court. In the Chancery action, the Sellers of Iron Data Solutions, LLC (“Iron Data”) sought to compel disbursement of...more
On May 29, 2013, the Delaware Court of Chancery held in In re MFW Shareholders Litigation that a going-private merger with a controlling stockholder will be subject to the deferential business judgment rule, rather than the...more
A recent California case appears to contradict the general rule holding that a successor bank that has acquired a commercial loan through an FDIC receivership may owe a duty to a commercial borrower to reasonably investigate...more
On February 22, 2013, the Delaware Chancery Court in Meso Scale v. Roche restored a degree of certainty to M&A planning by holding that the acquisition of a company through a reverse triangular merger (RTM) did not constitute...more
One of the benefits to structuring an acquisition as an asset deal is that the buyer has the ability to choose the liabilities that it will assume and the liabilities that will remain with the seller, including contingent...more
In Teed v. Thomas & Betts Power Solutions, LLC, the 7th Circuit in an opinion written by Judge Posner held that, absent a good reason to withhold liability, a purchaser of assets was subject to successor liability for Fair...more
In a case which is sure to complicate the sale of companies (or discrete divisions thereof) and have widespread influence in other Circuits, the Seventh Circuit recently held that a company which acquired the assets (not...more
In Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH the Delaware Court of Chancery confirmed that a reverse triangular merger did not result in an assignment by operation of law. This affirms the traditional view often...more
Purchasing company is found to be subject to successor liability for federal employment-related claims, even where it explicitly disclaimed such liability in the transfer of assets....more
In Richmont Holdings, Inc. v. Superior Recharge Sys., L.L.C., an asset purchase agreement included a binding arbitration clause. No. 12-0142, 2013 Tex. LEXIS 71 (Tex. January 25, 2013). The seller of the business signed an...more
In this memorandum opinion, Vice Chancellor Glasscock addressed claims, in a motion to expedite, that directors breached their fiduciary duties by conducting an improper process and making inadequate disclosures in connection...more
In this memorandum opinion addressing defendants’ motion for summary judgment, the Court of Chancery dismissed plaintiffs’ claim that a reverse triangular merger constituted an assignment of rights in breach of a contractual...more
The Delaware chancery court recently restored some clarity to its jurisprudence regarding the effect of a reverse triangular merger (RTM) on contracts of the target company that contain anti-assignment clauses. An April 2011...more
The Delaware Court of Chancery recently denied, with one exception, cross-motions for summary judgment in an action to determine damages arising from a failed asset purchase agreement....more
Corporations Code Section 25701 is California’s anti-waiver statute. It provides that “Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of...more
Virginia’s business-friendly laws and precedents provide employers with powerful remedies and employees with effective deterrents against wrongful conduct in business affairs. As a Fairfax Circuit judge has recently...more
In this memorandum opinion, the Court of Chancery held that stockholders of an acquired video game developer were not required to indemnify the acquirer for losses it incurred defending claims based on intellectual property...more
Premier, Inc. v. Peterson, 2012 NCBC 59, decided last Friday by Judge Murphy, turned on a strict application of the parol evidence rule. At issue was whether the defendants were entitled to a substantial earn-out payment...more
In October, the Ohio Supreme Court reconsidered and reversed, in part, its May 24, 2012, decision in Acordia of Ohio, L.L.C. v. Fishel, 2012-Ohio-2297 (Acordia I), which sharply restricted the ability of employers to enforce...more
Tomorrow morning (November 20, 2012), the Federal Court of Appeal is scheduled to hear an appeal by Morguard Corporation (“Morguard”, formerly operating as Acktion Corporation), regarding the taxation of a “break fee”...more
In a rare procedural move, the Ohio Supreme Court reconsidered and reversed its May 24, 2012 decision in Acordia of Ohio, L.L.C. v. Fishel, 2012-Ohio-2297 ("Fishel I"). At issue was the enforceability of restrictive covenants...more
In this memorandum opinion, the Delaware Court of Chancery dismissed direct and derivative claims initiated by certain limited partners of El Paso Pipeline Partners, L.P. (“EPB”), which claims arose out of El Paso...more
JD Supra gets your content noticed, increases your visibility and makes your marketing efforts hassle free...
Learn More or Schedule a demo
