Contract Drafting

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Essential Protection: Restrictive Covenants of Your Employees

No one knows your company better than your employees. And while great employees can be your most valuable asset, disloyal employees can use their insider information to harm or compete against you. You need protection, and an...more

Court Rules That Procedural Law Is Synonymous With the Law of the Seat Arbitration

A recent decision of the English Commercial Court (Shagang South -Asia (Hong Kong) Trading Co Ltd v Daewoo Logistics [2015] EWHC 194 (Comm)) addresses a potential ambiguity in poorly drafted dispute resolution clauses. In...more

German Market Toolkit

An increasing number of leases contain individual “green” clauses or a “green” annex which are aimed at making the fit-out, management and use of the relevant building sustainable (“Green Lease”). Currently, Green Leases...more

Drafting Intellectual Property Agreements: Best Practices From a Litigator’s Perspective

As intellectual property licensing continues to grow more prevalent, legal practitioners and business personnel are being asked to craft and negotiate agreements that can significantly impact a business’s ability to compete...more

U.S. to China Health Care Arrangements: New Rules for Medical Institution and Service Advertisements

As U.S. hospitals and health care providers continue to explore China’s market for international health care business opportunities, including telemedicine, they often consider providing services or products to consumers...more

Finance Update: Fairness in Interpreting PPP Payment Mechanisms

Management of payment mechanisms in PFI/PPP schemes by the public sector has generally become more active in recent years. Amongst the many factors at play are balancing proper management and application, and avoiding the...more

Practical guidance on drafting and negotiating commodities contracts: Focus on Chinese counterparties with emphasis on successful...

It is inevitable that some commodity trades end in dispute, particularly in current markets where prices are generally low and have been falling. This may happen in any jurisdiction, although this article focuses on China and...more

It’s Just a Simple Will

Often times, people believe their wills (or other estate planning documents) are really simple and straight forward. In fact, this assumption is probably the primary reason that some websites generate significant business...more

The Stockholders Agreement: a Key Item in the Startup Toolbox

Last week’s post laid out a checklist of legal documents and concepts that are important to early stage companies, and provided a brief summary of each. This post is the first in a series that will examine those documents in...more

Arbitration Update: Clause For Concern: NSW Supreme Court Decisions a Reminder Against Boilerplate Dispute Resolutions Clauses

Two recent decisions in Australia highlight the importance of adopting caution when using boilerplate dispute resolution clauses. The Supreme Court of New South Wales' decisions in Re Ikon Group Limited (No 2) [2015] NSWSC...more

Private Placement Memorandum Saves The Day For Defendants

Do you ever wonder whether the time and expense of preparing a private placement memorandum is really worth it? Does anyone ever escape liability because of a well drafted PPM? A recent opinion by the California Court of...more

Legal v. Illegal Drugs in Event Cancellation Policies

The abuse of illegal drugs continues to claim its victims in the entertainment industry, as the death of Academy Award winner Philip Seymour Hoffman shows. The 46-year old actor suddenly passed away on Feb. 2, 2014, due to...more

What Happened to My Prevailing Party Attorneys' Fees Claim Against My Tenant?

Many leases contain a provision that the “prevailing party” in any litigation between the landlord and its tenant is entitled to recover all of its legal costs, including attorneys’ fees. However, that provision does not...more

New Jersey Arbitration Agreement Declared Invalid Without Express Waiver of Employee’s “Right to a Trial”

Many employers have turned to mandatory employment arbitration agreements as a way to control the cost, duration, and publicity of employment litigation. New Jersey courts will enforce properly drafted agreements that require...more

California Court of Appeal Finds Life Insurance Policy Ambiguous and Rules in Favor of the Insured

Sequeira v. Lincoln Nat’l Life Ins. Co., No. A139639 (Cal. Ct. App. Aug. 31, 2015) - The California Court of Appeal recently reiterated the importance of careful drafting to insurers when it reversed a trial court’s...more

Owners: Have You Protected Your Project Design?

The owner’s rights to use project design documents can be overlooked during contract drafting and negotiation. Standard form design contracts, however, often contain design document terms that weigh heavily in the architect’s...more

What Does the Latest Uber Decision Mean for Your Gig Business?

If you tuned in to my appearance a few months ago on Bloomberg Law Radio, you heard me bemoaning our legal system’s failure to catch up with the gig economy. For those of you who don’t know, the term “gig economy” (also...more

The Devil is in the Details of Forum Selection Clauses

While no in-house attorney drafting a business contract wants to focus on being in litigation with her business partner, as I discussed in a 2013 blog post, thinking like a litigator at the drafting stage is critical in order...more

Not So Friendly 'Friendly Discussion'

‘Friendly discussion’. Two words that perhaps on first sight appear uncontroversial as to their meaning. However, when put into the dispute resolution clause of a contract, these two seemingly simple words can create issues...more

Whoops - Legal Malpractice Prevention - Enforcing ADR Provisions in Fee Agreements

Attorneys and law practices have been experimenting with strategies to collect unpaid client fees while limiting the risk of malpractice claims. One approach involves the use of alternative dispute resolution (ADR)...more

Getting Releases Right

There are times when it makes sense to resolve an actual or potential employment law claim by paying something and getting a release from the employee. Paying severance in return for a release and waiver of claims isn’t...more

Landmarks - Summer 2015

Technologically savvy shoppers visiting brick-and-mortar retail locations are increasingly engaging in “showrooming,” a practice where consumers use the brick-and-mortar retail location to evaluate a product in person, yet...more

Does the “No-Rehire” Provision in Your Settlement Agreement Restrain the Lawful Practice of a Profession?

When resolving an employment dispute, employers often wish to include a “no-rehire” provision in the settlement agreement. In a typical no-rehire clause, the parties agree that they wish to resolve their dispute and sever any...more

Commercial Leasing Do’s and Don’ts

Commercial leases set out all of the rules and requirements that will govern a business relationship for a long period of time. Real property location and costs are significant elements of any successful business operation....more

CMS Clarifies Written Agreement Requirement

CMS has acknowledged that arrangements among providers to satisfy the Stark exceptions need not be created in a single document. Although a single written document memorializing the key facts of an arrangement could provide...more

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