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SEC Charges Attorney For Allegedly False Legal Opinion

Last week, the Securities and Exchange Commission announced charges against an attorney who was allegedly involved in the filing of false registration statements.  The SEC’s order instituting proceedings alleges that the...more

Minnesota Supreme Court Holds that Medical Staff Bylaws Are an Enforceable Contract

In an opinion released on December 31, 2014, the Supreme Court of Minnesota held that medical staff bylaws can be an enforceable contract and that a hospital’s medical staff (as an unincorporated association) can have the...more

Food Fights Make Bad Law

The axiom "hard facts make bad law" never held so true than in the case of the Minnesota Supreme Court's decision in Medical Staff of Avera Marshall Regional Medical Center vs. Avera Marshall, issued on December 31, 2014. ...more

Health Law Alert: Medical Staff Bylaws can be an Enforceable Contract—Implications of the Recent Minnesota Supreme Court Decision

On Dec. 31, 2014, the Supreme Court of Minnesota issued its long-awaited decision in Medical Staff of Avera Marshall Regional Medical Center v. Avera Marshall. This case has drawn national attention, addressing the unanswered...more

Is “One Dollar” Sufficient for a Patent Assignment?

You may have read the recitals or introductory clauses in a license or an assignment agreement. In most cases, these clauses are just skimmed, if they are reviewed at all. In a recent decision of the US Federal Circuit Court...more

Private Company M&A: Post-Closing Purchase Price Adjustment Provisions: New Decision Holds Some Common Mechanics Unenforceable

In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more

Consideration for Restrictive Covenants

In Re-use Collections Limited v Sendall & May Glass Recycling Limited 2014 EWHC 3852, the High Court considered the enforceability of restrictive covenants introduced during the course of employment and in respect of which no...more

Do Post-Closing Merger Price Adjustments Comport With DGCL?

Delaware courts have routinely upheld post-closing merger price adjustments that comply with the requirements of Section 251 of the Delaware General Corporation Law. To allow stockholders to make an informed decision as to...more

Pa. Supreme Court: Non-Compete Restrictions Need Clarifying

The Pennsylvania Supreme Court has agreed to review Socko v. Mid-Atlantic Systems of CPA, Inc., a case of interest to employers regarding what consideration is necessary to support employee non-compete agreements. The court...more

Tax Court Characterizes Technology Executive’s Merger Proceeds as Ordinary Income

On October 30th, the U.S. Tax Court ruled that a key executive of a technology company acquired by Google for $93 million was required to report a large portion of his merger consideration as ordinary compensation income....more

Delaware Chancery Requires Payment of Merger Consideration to Dissenting Stockholder After Expiration of Appraisal Period

The Delaware Court of Chancery recently dismissed corporate mismanagement and breach of fiduciary duty claims filed by a dissenting stockholder, but ordered that the surviving corporation in a merger was required to pay the...more

Required Consideration Lacking For Replacement Employment Contract

A September 23rd Connecticut Appellate Court decision tells a cautionary tale for employers drafting employment contracts intended to replace earlier contracts. Thoma v. Oxford Performance Materials, Inc., 2014 WL 4548490...more

An Overview of Tennessee Law Regarding Non-Competition Agreements

Often employers invest significant resources in training and developing employees. Prudent employers recognize that, as unfortunate as it may be, employment relationships do not always go as planned. These employers might...more

Is Your Arbitration Agreement Still Enforceable in Missouri After Baker v. Bristol Care, Inc.?

This summer, the Missouri Supreme Court issued a decision that will affect arbitration agreements relied on by employers across the state. The decision—one of many in a recent trend of Missouri cases restricting the...more

Missouri Supreme Court Redefines Adequate Consideration for Enforcing Arbitration Agreements

Continued at-will employment is no longer sufficient consideration to enforce arbitration provisions in Missouri. In Baker v. Bristol Care, a recent decision of the Missouri Supreme Court, a slim majority of the Court struck...more

SEC Approves Rule Preventing Barters for Expungement Cooperation – What You Can Do to Ensure Compliance

On July 22, the U.S. Securities and Exchange Commission (SEC) approved the Financial Industry Regulatory Authority’s (FINRA) proposed Rule 2081, which prevents firms or associated persons from conditioning settlement or...more

Wis. Supreme Court Accepts New Case: When Are Covenants Not to Compete Illusory for At-Will Employees?

Last month, the Wisconsin Supreme Court accepted the Court of Appeals’ certification in Runzheimer Int’l, Ltd. v. Friedlen, No. 13AP1392 (Apr. 15, 2014). The intermediate appellate court had certified the following question:...more

Top Ten Issues when Drafting International Agreements – Part II

Method of Payment. If you’re the party providing the goods or services under the agreement, you want to be sure you get the consideration you bargained for. Any fool knows that, but international contracts can make...more

UWOA Exception Does Not Apply to Noncompete Agreements in Pennsylvania

The Pennsylvania Superior Court recently reaffirmed Pennsylvania’s longstanding position that employers must provide valuable consideration to employees who enter into noncompete agreements. In a case of first impression, the...more

Pennsylvania Appellate Court Finds Uniform Written Obligations Act Inapplicable to Covenants Not to Compete

In a case of first impression, the Pennsylvania Superior Court (one of Pennsylvania’s two state appellate courts) recently issued a ruling in Socko v. Mid-Atlantic Systems of CPA, Inc. (“Socko”), 1223 MDA 2013 (May 13, 2014),...more

Pennsylvania Superior Court Rules that Employers Must Provide Additional Consideration to Bind Current Employees to a Non-Compete...

In Socko v. Mid-Atlantic Systems of CPA, Inc., 2014 WL 1898584 (Pa. Super. Ct. 2014), a case of first impression, the Pennsylvania Superior Court ruled that simply reciting, in a non-competition agreement with a current...more

Pa. Superior Court: ‘Valuable Consideration’ Required for Employer Enforcement of Non-Compete Agreement

In a case of first impression, a Pennsylvania appellate court recently held that contractual language satisfying the state’s Uniform Written Obligations Act (UWOA)—that is, a statement that the parties “intend to be legally...more

Prepare To Consider Your Former Employees Your New Competition

There’s nothing that gets employers more fired up than a former employee jumping ship to join a competitor. But, in an effort to prevent such future angst, you’ve had your employees sign a non-compete. You’re golden, right?...more

Pennsylvania Court Refuses to Enforce Non-Competition Agreement; Holds that Continued Employment Alone is Insufficient...

Most jurisdictions in the United States hold that continued employment constitutes sufficient consideration in exchange for entering into a non-competition agreement. A handful of jurisdictions however – Minnesota, North...more

Employers Must Provide "Valuable Consideration" To Current Employees When Entering A Non-Compete Agreement During Employment

In a case of first impression for the appellate courts of this Commonwealth, the Pennsylvania Superior Court recently ruled in Socko v. Mid-Atlantic Systems of CPA, Inc. that language contained in an employment agreement...more

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