Contract Negotiations

News & Analysis as of

PilieroMazza Legal Advisor - Second Quarter 2016

Government Contracting - LESSONS LEARNED FROM PROTESTS INVOLVING “LATE” PROPOSALS - Most, if not all, proposals for government contracts are submitted electronically, whether by email or through a third...more

OFAC General License Facilitates Negotiations With Iran for Commercial Passenger Aircraft

Since we last spoke of "Implementation Day" established on January 16 under the Joint Comprehensive Plan of Action (see "Implementation Day" Brings Openings for Commercial Aircraft Sales With Iran advisory from January 22),...more

2016 SAG-AFTRA Commercials Contracts MOAs and Drafting Agreements are Now Available on Joint Policy Committee Website

To access the 2016 SAG-AFTRA Memoranda of Agreement and Drafting Agreements, please visit the ANA-4A’s Joint Policy Committee on Broadcast Talent Union Relations’ website...more

SAG-AFTRA and the Joint Policy Committee Reach Tentative Agreement on Successor Commercials Contracts

On April 3, 2016, SAG-AFTRA and the ANA-4A’s Joint Policy Committee on Broadcast Talent Union Relations reached tentative agreement on successor Commercials Contracts. For more regarding the parties’ agreement, please visit...more

Joint Policy Committee and Sag-Aftra Extend Contracts

Please visit jointpolicycommittee.org for an update regarding the 2016 negotiations....more

OFAC Issues New General License for Some Aircraft Negotiations with Iran (IRB No. 551)

On March 24, 2016, the Office of Foreign Assets Control (“OFAC”) published Iran General License I which is designed to permit U.S. persons seeking to sell civil passenger aircraft and parts to Iran to negotiate executory...more

Landlords and Property Managers Beware: Co-Tenancy Provisions Are Not Just Window Dressing

To sophisticated landlords and property managers, co-tenancy provisions contained in commercial leases are routine and (relatively) unexciting. Unfortunately—and perhaps as a result—such clauses are often overlooked. ...more

My Compliments to DTE

DTE acts quickly and reasonably to settle Milford bypass case. Since I previously wondered whether DTE was engaging in chicanery by providing a construction document that identified the proposed location of the easement...more

Assessing New Risks in Letters of Intent - Delaware Supreme Court Creates Increased Exposure by Recognizing a Duty to Negotiate in...

Prior to entering into a definitive commercial agreement, parties often enter into a letter of intent, a term sheet or a memorandum of understanding (a preliminary agreement). Some of the provisions in the preliminary...more

Alleviate the Fear of a License Counterparty Filing for Bankruptcy

A legitimate fear among companies negotiating license agreements exists, and that is the fear of the license counterparty filing for bankruptcy. Given the business interruption that ultimately could occur as a result of a...more

Disclaimers of Reliance: Use a Covenant, Not a Representation

In M&A acquisition agreements, a target company often will negotiate for a disclaimer from the acquirer that all of the target company’s representations and warranties regarding its business are contained in the four corners...more

Is that Letter of Intent Enforceable?

Letters of intent, or term sheets (“LOIs”), are commonly used in M&A and other corporate transactions. However, when discussions between parties breakdown the question often arises, are any of the terms in the LOI...more

Under Construction - March 2016

Welcome to the first edition of our Under Construction newsletter for 2016. Indemnity laws and clauses are a big part of construction contracts. They can make or break a project. Defend and indemnify obligations have the...more

Considerations For Manufacturers/Distributors Who Are Negotiating Contracts Without Any Leverage

Negotiating contracts in the supply chain are certainly challenging. As a lawyer, there is a temptation to want to change every term that is not to your liking. And, for that reason, a lot of lawyers will receive a contract...more

Negotiating a Term Sheet? Entrepreneurs, Take Note

What do entrepreneurs need to know about term sheets in order to get a deal done? William Bernat: Term sheets are not “one size fits all.” Since most of a term sheet’s provisions are meant to protect the investors’...more

Real Estate Bulletin, February 2016

The Nutter Real Estate and Finance Group ended 2015 with a series of closings representing buyers, sellers, borrowers and lenders in commercial real estate transactions totaling more than $1 billion in aggregate value in...more

Business Litigation Reporter - February 2016

Confidentiality Agreement Must be Expressly Preserved in New Employment Agreement. The decision in Meschino v. Frazier Industrial Co., 2015 WL 7295463, at *1 (D. Mass. Nov. 18, 2015) (Stearns, J.), underscores that an...more

Japan: Decision-Making & Maintaining Harmony

Japan’s surprise move to cut interest rates below zero last month brought its continuing economic challenges back into the global limelight. The country remains an economic and industrial powerhouse -- currently ranked the...more

Put Down That Hammer: Four Times When a DIY Approach Is Guaranteed To Backfire

As a founder, you need to be scrappy, take care of that bottom-line. We get that, we’re all for a DIY approach when it makes sense (psst we even help you do that through our very free document generator). ...more

Using representations and warranties insurance in global M&A deals: 8 questions and answers

Negotiation over representations and warranties (R&W) and related indemnification provisions has always been particularly burdensome in M&A transactions, since buyers and sellers have naturally opposite incentives. Sellers...more

How to Ensure that an Agreement to Negotiate in Good Faith is Enforceable

As I discussed in a prior blog post, agreements to negotiate in good faith can be enforceable. Nevertheless, I recently was reminded when re-reading Schwanbeck v. Federal-Mogul Corp., that if you really want an agreement to...more

Watch Your LOIs and MOUs and “Agreements to Agree”

If you are working with a third party on a term sheet, letter of intent or memorandum of understanding (an “LOI”) on what you view as a non-binding basis, make sure to say so explicitly in the LOI. Businesses use LOIs...more

Rauner Administration Declares Impasse, Seeks Ruling from the Illinois Labor Relations Board

Last week, Governor Bruce Rauner broke off contract negotiations with AFSCME Council 31, the union that represents nearly 40,000 state workers, and will seek a declaration from the Illinois Labor Relations Board (“the Board”)...more

Choosing Delaware, Instead Of California Law, May Prove Very Costly Indeed!

Last spring, I had the pleasure of meeting Delaware Supreme Court Justice Karen Valihura when we were speaking at the Los Angeles County Bar Association’s annual Delaware & California Law Update. Given her visit to...more

The Life Sciences Report - Winter 2016

Ten Considerations for Companies Evaluating a Pre-Negotiated Acquisition - In recent years, there has been a shift in the research and development strategy of large pharmaceutical and medical device companies from...more

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