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Private Equity and Delaware Law – Part Two
3 Key Takeaways | Drafting & Navigating Dispute Resolution Clauses
Private Equity and Delaware Law – Part One
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Beyond Regulations: Hospice Business Contracts and Contract Disputes
Structuring DSO/MSO Healthcare Ventures and Practice Acquisitions
Monthly Minute | Global Supply Chain Issues
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
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
As technology continues to evolve, the use of generative artificial intelligence (AI) in business operations is reshaping the way we approach standard tech transactions. The traditional pillars of contract negotiation –...more
There are four basic causes of action involved in pursuing risk transfer. Two based upon contractual requirements which are known as Contractual Indemnification and Insurance Procurement, and two based upon the common law...more
In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are...more
From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care,...more
Join Sherman & Howard for our annual Construction Law Seminar, featuring presentations on the latest legal developments facing the industry. This virtual seminar is ideal for general contractors, subcontractors, real estate...more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....more
The phase “defend, indemnify, and hold harmless” is found in many, if not most, contracts with liability allocation provisions, across multiple industries. However, many parties do not have a complete understanding of what,...more
The modern day supply chain is ever more complex. Add to that the fact that it is under an almost daily attack from the current political climate. This creates an environment of uncertainty that is a good reason to reassess...more
Limited liability companies (LLCs) are famously referred to as “creatures of contract”, whereas the governance of a corporation is comparatively fixed by statute. When forming an LLC, the members have broad discretion to...more
Crucial to any private equity seller is certainty: the certainty that a sale will be consummated at an agreed price and that any potential post-closing liability is fully understood in advance of distributing proceeds to...more
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
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
Every construction project has a contract (written, preferably), and they often vary in size and scope depending on the nature and complexity of a project. Many construction industry participants have developed their own...more
Countless indemnity agreements run along these lines: A hereby promises to defend, indemnify, and hold B harmless against all claims [etc.] caused by A’s negligence [etc.]...more
Many contracts contain clauses requiring parties to carry insurance and to agree to indemnify one party or another in the event of a lawsuit. Such language is typical in lease agreements, distribution contracts, and...more
Excess insurance is essential to businesses of medium or larger size because it provides catastrophe coverage at much lesser rates per dollar of coverage than primary insurance. There are two main reasons for this: The excess...more
Many agreements involving stock or asset purchases contain indemnification clauses – that is, clauses under which one party to the agreement promises to indemnify the other party in the event of future losses arising from the...more
Recently, the 2013 Private Target Mergers & Acquisitions Deal Points Study was finalized by the M&A Market Trends Subcommittee of the Mergers & Acquisitions Committee of the American Bar Association. This bi-annual study,...more
Anyone with experience in the construction industry knows that form construction contracts are routinely used to memorialize agreements for the construction of new projects. Standardized contract forms promulgated by various...more
In our last issue, we alerted you to Arizona’s revised anti-indemnification statutes (A.R.S. §§34-226 and 41-2586) regarding state and city public construction projects which became effective September 13, 2013. In this...more
Attorney Stephen Gulotta, Managing Member of Mintz Levin's New York office, discusses the key elements in a purchase agreement....more
Suggestion – don’t bring up indemnification at a dinner party if you’re trying to break the ice. As most lawyers (and non-lawyers who even know what it is) know, it can be more of a conversation ender than a conversation...more
Indemnity Clauses and Anti-Indemnity Legislation - I. Purpose and Enforceability of Indemnity Clauses - Indemnification is an equitable doctrine that attempts to shift the burden of a judgment from one party...more
The Colorado anti-indemnity statute significantly affects the enforceability of indemnification provisions in Colorado construction contracts. With some limited exceptions, construction contracts imposing broad indemnity...more