Contract Negotiations

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Don’t Slip Up: The “Boilerplate” Provisions of Your Contracts Deserve Equal Attention

No one would knowingly pay little heed to such a potentially treacherous condition, yet every day in contract negotiation parties devote the vast majority of their efforts to the business terms, while glossing over the...more

Look Before You Click “Agree”: The Importance of Negotiating Your Company’s Software License Agreements

People sometimes forget that when you click “I Accept” or “I Agree”, you are entering into a legally-binding contract with the software company or website owner. And usually, the terms of the contract are extremely one-sided...more

Trial Lawyering and FCPA Compliance

As most readers of this blog know, I am a recovering trial lawyer. To this day, some of my best friends are still out there, still teeing it up as trial lawyers. They have an important place in our country’s legal system,...more

New York Appellate Division Decision Provides Comfort for Secured Lenders Negotiating With Their Defaulting Borrowers

On October 28, the New York Supreme Court, Appellate Division – First Department affirmed the dismissal of claims brought by a defaulting borrower against its lender, Siemens First Capital Commercial Finance LLC*, in Whitecap...more

English Law: Do You Take Yours With or Without? – Prejudice, that is...

The practice of placing the magic words “without prejudice and subject to contract” on every exchange during commercial negotiations can be thought a “belt and braces” or “no harm, no foul” approach, but experience and a...more

Illinois Blues Won’t Let Hospitals Jointly Negotiate Unless They’re Married

Remember when Hollywood wouldn’t show an unmarried couple in bed together? Blue Cross-Blue Shield of Illinois is taking that approach to contract negotiations. If hospitals want to negotiate jointly with the insurer, they...more

Survival of Non-Binding LOI Provisions Does Not Make Them Binding

On September 30, 2014, the Delaware Supreme Court reversed a jury verdict finding that ev3, Inc. breached its contractual obligation to the shareholders of Appriva Medical, Inc., a company purchased by ev3. In ev3, Inc. v...more

Merger Discussions & Non-Compete Agreements: A Recent Case from the EDNY

A recent case out of the Eastern District of New York raises interesting questions about the use of non-compete agreements in connection with merger talks. Let’s take a look: Calico Cottage, Inc. is a New York company...more

Joint Ownership of Intellectual Property: Complexity That Only a Lawyer Could Love

Companies are increasingly working cooperatively to develop technology, particularly software programs. One critical issue is the ownership of the resulting intellectual property in the software programs. This decision is...more

North Carolina Supreme Court Clarifies the Enforceability of Waivers and Releases of Claims and Defenses in Forbearance Agreements

On August 20, 2014, the North Carolina Supreme Court issued an opinion clarifying the enforceability of waivers and releases of claims and defenses granted by borrowers and guarantors in forbearance agreements. RL REGI N.C.,...more

Office Leasing and Airline Reservations

I have been doing a lot of flying recently. So I thought I would address a question I usually get asked: “Why are office leases so long, even for a short-term lease?” Companies usually equate a long lease with high legal...more

Second Commandment of Government Contractors: Thou shalt study thy adversary

The movie “Patton” contains many memorable scenes, but one that will always stay etched in my memory is where the great German field marshal Erwin Rommel, the Desert Fox, begins his retreat after being beaten by Patton at El...more

Canada and the EU Complete Trade Treaty Negotiations

Canada and the European Union today announced that they have completed negotiation of their Comprehensive Economic and Trade Agreement (CETA). The announcement puts to rest extended speculation about whether a deal was still...more

Beware of Promises

In the early stages of a new venture, things move quickly. An entrepreneur will talk with many different potential team members, some of whom aren’t a good fit, some of whom become co-founders and valued long-term partners,...more

WEBINAR: Preparing for the HITECH September Deadline - Tips for Negotiating Effective Business Associate Agreements under HIPAA

Business Associate Agreements (BAAs), in the current regulatory and technological environment, require careful review and negotiation of the implementation of the regulatory requirements. In meeting the September 23, 2014...more

Don’t Pop the Cork Just Yet—Growing Criticism of Massachusetts AG’s Settlement with Partners Healthcare Just Might Send the...

After touting a proposed settlement with Partners HealthCare (Partners) that supposedly would “fundamentally alter [Partners’] negotiating power for 10 years and control health costs across [Partners’] entire network,”...more

Physician Affiliations With Hospitals: Practical Tips for the Physician Practice When Entering Into a PSA

Due to the continuing uncertainties surrounding the health care delivery landscape, physicians are increasingly looking at alternatives to secure their survival. Historically, physicians have turned to their local hospital...more

English Contract Law: Has the Camel’s Nose of “Good Faith” Crept Under the Tent Flap?

Under the English Arbitration Act 1996 the grounds on which an English arbitration award can be challenged in court are very limited. Section 67 of the Act provides that a challenge may be brought on the basis that the...more

Purchase Price Adjustments in an M&A Transaction

Whether you are involved as the purchaser or seller in an M&A transaction, you should be aware of events that may trigger adjustments to the purchase price. WORKING CAPITAL ADJUSTMENTS - In a stock transaction,...more

Top Ten Issues when Drafting International Agreements – Part II

Method of Payment. If you’re the party providing the goods or services under the agreement, you want to be sure you get the consideration you bargained for. Any fool knows that, but international contracts can make...more

When Do Your Investors Have Interests That May Conflict With Yours?

Good investors give you money. Great investors provide you with money, resources, networking, and experience. You need to work hard to attract great investors, with a focus on building a long-term relationship. If you are...more

The Importance of Planning Joint Venture Exit Strategies

With the Miami real estate market making a resurgence, there is a new rush for companies to come together in a joint venture to acquire real estate and develop projects. With the excitement of a new deal, the joint venture...more

Top Ten Issues when Drafting International Agreements – Part I

Cross-border agreements come in all shapes and sizes, from manufacturing agreements to joint ventures, employment contracts to merger agreements. Each type has its own quirks, but we can boil down the most common legal issues...more

Mediating Alternative Energy Disputes

Energy disputes are usually complex and very expensive to litigate, so those in the traditional oil and gas industries have used arbitration and mediation successfully for years. Most contracts in the energy sector have ADR...more

Strategic Tips for Approaching Lenders and How to Choose the Right One

For those small businesses that are looking to obtain debt financing or to refinance existing debt, there are some strategic planning tips to consider in approaching and selecting a potential lender. ...more

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