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3 Key Takeaways | Drafting & Navigating Dispute Resolution Clauses
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Beyond Regulations: Hospice Business Contracts and Contract Disputes
Structuring DSO/MSO Healthcare Ventures and Practice Acquisitions
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Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Expert and Author Paul Hood
Risk Prevention Strategies: Ownership of Employee-Developed Inventions and Intellectual Property
Noncompete Agreements - Traps for the Unwary: Part 1
Roadmap to Joint Venture Agreements: Legal and Accounting Considerations
Government Contracting Phase One: Transitioning From Commercial to Government Work
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Monthly Minute | Due Diligence Considerations Related to COVID-19
MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series
Jones Day Presents: What is Smart Code and How Does it Relate to Smart Contracts?
Tax Provisions in Business Acquisition Agreements
How Can I Develop a Neutral Approach When Entering Into A Deal?
FCPA Compliance and Ethics Report-Episode 125, The Oscars and Compliance, Part II with Jay Rosen
California law has changed. The change now makes it easier for California litigants to sue their opponents for fraudulently breaching a contract. Lawyers who negotiate and draft agreements subject to California law should...more
Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more
In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more
AI tools often drive efficiency and save money, but they have drawbacks. Here’s what to know....more
One of the most talked about subjects in corporate compliance is the issue of pre-taliation—an increasingly common enforcement target by the U.S. Securities and Exchange Commission (SEC). Matt Kelly and I did a recent podcast...more
By including a jury trial waiver in an M&A purchase agreement, the parties agree to waive their rights to a jury trial in any dispute under the M&A agreement. Jury trial waivers may also extend to disputes under all of the...more
In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement whether asset purchase agreement, stock purchase agreement, or merger agreement typically contains representations and warranties made by the...more
The FTC’s national ban on non-compete agreements and related court challenges once again puts the spotlight on restrictive covenants and their continued viability in a variety of contractual scenarios. This interactive...more
It was late summer in 1921, and Roscoe Arbuckle – known familiarly to movie audiences as Fatty Arbuckle – had just signed a three-year deal with Paramount Pictures under which he would earn an unheard-of $1 million a year. To...more
For most healthcare providers and businesses, signing a Business Associate Agreement (BAA) is a standard practice. When contracting to provide services with an entity governed by the Health Insurance Portability and...more
Arbitration agreements, at their core, are contracts. As with any contract, there must be “mutuality” or, more colloquially, a “meeting of the minds” on what the contract is intended to encompass. For this reason, employment...more
Whether for social media advertisements, customer surveys, or email campaigns, a data licensing agreement is often at the center of arrangements concerning the use and transfer of consumer data. Join us for our September...more
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more
Common Contract Add-Ons - Exhibits, addenda, and schedules all can be attached to contracts. They should be agreed to before the contract is signed. With commercial real estate contracts, there’s a common practice of...more
Recent decisions by the U.S. Supreme Court in Smith v. Spizzirri, 601 U.S. 472 (2024) and Coinbase, Inc. v. Suski, 144 S. Ct. 1186 (2024) provide important guidance for companies utilizing arbitration clauses in their...more
As all restaurateurs know, a good location is an essential ingredient in any recipe for long-term success. But controlling costs is also a key factor. Renting your location—rather than actually purchasing real estate...more
A recent decision from the Court of Appeals of Virginia may have companies doublechecking the workshare terms in their subcontracts. The Court held that a subcontractor's 40 percent workshare only applied to the $70 million...more
This post summarizes a newly published regulation (the “Amended Regulation”) amending the Québec Charter of the French Language (“Charter”) and the Regulation respecting the language of commerce and business in key areas such...more
The importance of clear drafting cannot be overstated. Ambiguity of language can lead to disputes, costly litigation and unintended outcomes. The recent Court of Appeal judgment in Cantor Fitzgerald & Co v Yes Bank Ltd [2024]...more
Colorado is the first state to enact a comprehensive artificial intelligence (AI) law to protect consumers against discrimination after a nearly identical bill failed to pass in Connecticut. The purpose of the Colorado...more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
Crafting a new pharmacy benefit manager (PBM) agreement may feel like an uphill battle when you do not have the time and resources to develop a highly customized contract. While it is often more beneficial to a health plan to...more
When there are two conflicting contracts—one requiring a court to address whether a case should be decided by arbitration or court action, and another requiring an arbitrator to address that issue—who decides which contract...more