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Contract Drafting

Tips for Drafting Executive Employment Agreements -Tip #2 – Severance Conditions

by Bryan Cave on

This article continues with another tip for drafting executive employment agreements and the importance of consulting counsel. For every well drafted executive employment agreement in the business world, there seem to be...more

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: D&O Insurance Coverage - How Careful Should the Drafting Be?...

by Dechert LLP on

Directors are required to review and approve transformative M&A transactions. The power to approve, however, comes with the potential liability that could be asserted if the transactions do not turn out as projected....more

Contract Corner: Liquidated Damages Clauses

by Morgan Lewis on

A liquidated damages clause can be a useful tool in a contract to reduce uncertainty and the time and resources spent on potential disputes. Liquidated damages clauses specify the amount of damages to be paid by the breaching...more

The Importance of a Carefully-Drafted Work-Share Provision - Set-Aside Alert

by PilieroMazza PLLC on

Subcontracts contain a number of important provisions that shape the relationship between a prime contractor and its subcontractor. However, there is one provision that overshadows the rest in terms of its significance to the...more

Merger and Purchase Agreements Governed by Maryland Law: "Sandbagging"

by Miles & Stockbridge P.C. on

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

Tips for Drafting Executive Employment Agreements -Tip #1 – Define “Cause” Broadly

by Bryan Cave on

Tip No. 1: Define “Cause” Broadly - Executives and other high-level employees often negotiate a contractual provision requiring the payment of severance if terminated without “Cause” prior to the expiration of a term...more

Separation Agreement Drafting Error Corrected By Michigan Appeals Court

by Jackson Lewis P.C. on

A Michigan appellate court denied an attempt by an employee to receive a severance jackpot based on a drafting mistake made by his former employer. Notwithstanding the employee’s entitlement, based on the terms of his...more

A reminder why certainty in contracts is so important

by Dentons on

In the recent New South Wales Court of Appeal decision Port Macquarie-Hasting Council v Diveva, the Court considered the contractual interpretation of a renewal clause. The clause was phrased in general terms and did not...more

Then There Were Two: Court Rejects Minority Shareholder’s Claim of Wrongful Termination Under Founders Agreement

by Farrell Fritz, P.C. on

A company has four founding shareholders each of whom is a director-employee. Their agreement provides that the votes of three out of four founders are required to terminate the employment of any founder or to approve a...more

Top Five Strategies for Managing Construction Risks

Construction is a risky business. During construction, claims for personal injury, property damage and economic losses are foreseeable and must be managed. After completion of construction, warranty claims and claims for...more

Client Alert: Lease Drafting: Recover All Your Attorney Fees and Costs in an Eviction Action

As every landlord who’s successfully evicted a tenant knows, recovering all your attorney fees and litigation costs from the tenant often proves to be an unrealistic goal. Even with a creditworthy tenant or guarantor, there...more

Construction One-Minute Read: Allowance or Contingency?

While both relatively simple concepts, allowances and contingencies are often confused with one another. Conflating the two can lead to pitfalls. ...more

The Importance of Consistency between Master Services Agreements and Statements of Work

by Davis Brown Law Firm on

All types of business from startups to multinational conglomerates regularly enter into service agreements for the procurement and delivery of products or services. Depending upon the size and complexity of the agreement, the...more

Reasonable Endeavours and Implied Duties of Good Faith: A Case Update

by Reed Smith on

This alert focuses on clauses in commercial contracts which require a party to use ‘all reasonable endeavours’ and their relationship with the limited implied duty of good faith under English law. We look in particular at the...more

New California Law Eases Indemnification Duties For Design Professionals

by Fox Rothschild LLP on

California has enacted a new law limiting indemnification obligations, including the duty and cost to defend, that can be imposed on design professionals with respect to all service contracts. The measure, which takes...more

Risk Mitigation and Allocation Strategies in Contract Drafting for Terminal Services Agreements

by Dentons on

A terminal services agreement (TSA) is a contract for a mining producer/shipper to warehouse and through-put its product en route to its customers. The following article outlines a number of ways TSAs can be drafted to...more

How to Negotiate a Lease to Protect Your Business: Top 10 Tips for Retail Tenants

by Williams Mullen on

Below is a key list of 10 tips that retail tenants should consider when negotiating their commercial lease agreements. Hire a Broker - Other than consulting an attorney, hiring a knowledgeable commercial real estate...more

Insurance Coverage for Property Damage Caused by Defective Workmanship

by Pepper Hamilton LLP on

One of the principal points of contention between insurers and insureds is whether defective construction work is, or can be, an occurrence, thereby triggering coverage. Originally published in ConsensusDocs (Vol. 3,...more

Drafting Contracts under the New Revenue Recognition Standard

The new revenue recognition standards under GAAP (Accounting Standards Update 2014-09; Topic 606) will be applicable to public companies for annual reporting periods beginning after December 15, 2017. While much time and...more

Appellate Court Notes

by Pullman & Comley, LLC on

Supreme Court Advance Release Opinions: - SC19576 - Briere v. Greater Hartford Orthopedic Group, P.C. - SC19576 Concurrence - Briere v. Greater Hartford Orthopedic Group, P.C. One might argue this decision...more

What is Builders’ Risk and Why Do We Need It?

In negotiating construction contracts, the parties may ignore or give little attention to the project’s insurance requirements. Insurance provisions are oftentimes left untouched on the standard industry forms. One...more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Navigating the Lifecycle of an Eponymous Brand (Part 2)

In this three-part series, we identified at least three distinct seasons in the lifecycle of an eponymous brand: (1) Choosing the Brand, (2) Commercialization, and (3) Legacy of the Brand. In Part 1, we discussed "Choosing...more

‘Home Improvement’ decision may provide tools for drafting, managing CAM in commercial leases

by Thompson Coburn LLP on

In California, commercial lease tenants typically pay a portion of the common area maintenance expenses or "CAM." Commercial leases also generally include the right of the tenant to audit the landlord's CAM statement each...more

Blog: When Approval for a Drug “Indication” Gets Murky: Drafting Milestones to Avoid Disputes

by Cooley LLP on

According to a recent study by SRS of recent private life sciences deals, disputes over earn-outs arose in about one-third (36%) of all milestones that were expected to be hit by September 2016. While most disputes were not...more

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