Maverick Natural Resources, LLC at al v. Glenn D. Cooper Oil & Gas, Inc. is for control freaks wherever you are … and for those of you who advise the aforesaid control freaks....more
On January 18, 2024, the U.S. Bankruptcy Court for District of South Carolina entered judgment, after a bench trial, in favor of minority shareholders of a debtor whose liquidating trust had sued to recover dividend payments...more
As part of the comprehensive “SECURE 2.0” retirement plan legislation enacted in December 2022, Congress directed the U.S. Department of Labor (DOL) to issue a long delayed and much needed regulation defining the term...more
Over the last several years, an acquiring company’s stock has become a more commonly used currency in upstream oil & gas merger and acquisition transactions. This trend can be attributed to its benefits, such as providing...more
There are a number of considerations to make when deciding whether to proceed with a Will-based estate plan or a trust-based estate plan. First, as a general matter, there are two ways in which your estate can be distributed...more
On December 11, 2023, the Pennsylvania Superior Court after hearing the matter en banc issued an opinion expanding the definition of “parent” under Pennsylvania law. Prior to this ruling, typically the term “parent” was...more
Integrated Marketing Promotions: How Do Brand Tie-Ins Work? I’m a Skipper in a Barbie world. Even if the brunette little sister doesn’t make an appearance, I can’t wait to see the Barbie movie this weekend. Warner Bros....more
In Skeels v. Suder, a departing shareholder of a law firm sued regarding the firm’s decision to redeem his shares for no consideration. No. 21-1014, 2023 Tex. LEXIS 578 (Tex. June 23, 2023). ...more
Employee Stock Ownership Plans (ESOPs), their sponsors and participants, and other industry players will welcome the news announced by the ESOP Association on April 14, 2023, that the Department of Labor (DOL) has committed...more
Does the sale price of intellectual property between related parties reflect its market value? The Tel Aviv District Court deliberated this question in October 2022. The ruling it handed down, which concurs with a series of...more
As previously discussed, post-employment noncompetes require thoughtful drafting and implementation in order to be enforceable in North Carolina. Courts and judges don’t like them, but they can be an incredibly valuable tool...more
Can human reproductive tissue (“HRT”) held by a fertility clinic serve as collateral for a loan to (or investment in) the fertility clinic? In short, the scope and extent of governmental regulation addressing the sale of or...more
A current marketing trend is to use social media sweepstakes for promotion purposes, e.g., "Like and Share Our Facebook or Instagram Post For a Chance To Win a $100 Gift Card!" or "Take Our Five-Minute Survey For a Chance To...more
After hackers targeted law firm emails and stole a portion of the merger consideration, the Delaware Court of Chancery found it was “reasonably conceivable” that an M&A buyer could be liable for not ensuring final payment...more
In April, 2022, the Delaware Superior Court’s Complex Commercial Litigation Division answered a novel question in Delaware law: “When the consideration to be paid on a contract is in cryptocurrency and the contract is...more
Introduction: If you haven’t heard the news, a recent article published by CNN Business reported that the Director of the United Nations’ World Food Programme (“WFP”), David Beasley, declared that “2% of Elon Musk’s wealth...more
Here are five concepts to keep in mind when utilizing stock as a form of consideration in an oil and gas transaction....more
On August 26, the Federal Trade Commission announced a new position on an important factor in determining whether a transaction must be reported under the Hart-Scott-Rodino Act: whether debt repayment at closing counts in...more
Benesch previously informed its clients about the significant changes made to Illinois restrictive covenants law by the Illinois legislature in the waning moments of its most recent legislative session. These changes include,...more
Citing concerns about worker mobility and advocating for increased market competition, President Biden signed Executive Order No. 14036: Promoting Competition in the American Economy, on July 9, 2021. The Order, published in...more
Non-compete and non-solicitation agreements (“restrictive covenants”) can be a helpful tool for protecting a business, as they allow employers to restrict their employees’ ability to seek employment with competitors and/or...more
Illinois Gov. JB Pritzker is expected to soon sign into law a bill that will make significant changes to the Illinois Freedom to Work Act and affect the enforceability of employee non-competition provisions. The General...more
The next state in our series exploring non-compete agreements is Texas’ neighbor to the east, Louisiana. As I like to say, when you travel east and cross the Sabine River from Texas to Louisiana all the words change but the...more
In Pennsylvania, noncompetition agreements must, among other things, be supported by adequate consideration to be enforceable. It is well established that an initial offer of employment constitutes adequate consideration....more
A key employee just left. He was intimately involved in a major transaction. He knows all the secrets of a $40 million deal. To make matters worse, he is going to a competitor. You have a non-compete – what can you do? Or,...more