News & Analysis as of

Contract Negotiations Fiduciary Duty

Strafford

[Webinar] Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity, and Other Provisions - July...

Strafford on

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

Hinshaw & Culbertson - Lawyers for the...

A Defense Win in Texas on the Issue of "But For" Proximate Causation in a Legal Malpractice Case

Forshee v. Moulton, 2024 Tex. App. LEXIS 2520 (Houston [14th Dist.] April 11, 2024) - Brief Summary - The Texas Court of Appeals held that when a plaintiff's claim against her former attorney properly is grounded in...more

Keating Muething & Klekamp PLL

Benefits Monthly Minute - December 2023

Happy Holidays! The December Monthly Minute includes a fiduciary checkup reminder and a look at HHS’ recent settlement stemming from a phishing attack that impacted ePHI of nearly 35,000 individuals....more

Holland & Knight LLP

Providers Negotiating with Doctors Who Have Restrictive Covenants Beware

Holland & Knight LLP on

Providers negotiating with doctors and other medical professionals who are bound by enforceable restrictive covenants is tricky business. By virtue of his/her/their position, these physicians may owe fiduciary duties to the...more

Farrell Fritz, P.C.

The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations, Revisited

Farrell Fritz, P.C. on

In 2011 and 2012, the New York Court of Appeals decided a series of difficult cases addressing the circumstances under which a contractual waiver or release included in a buyout or other agreement between co-owners of closely...more

Goodwin

What You Need To Know About Negotiating A Venture Term Sheet

Goodwin on

For any founder, whether a first-timer or a serial entrepreneur, it’s an exciting moment when you receive a term sheet from a venture capital fund for your company’s first preferred stock financing round. Excitement aside,...more

A&O Shearman

Delaware Court Of Chancery Dismisses Stockholder Challenge To Merger For Failure To Rebut Business Judgment Rule

A&O Shearman on

On July 25, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery dismissed a stockholder suit challenging the $18 billion merger of equals between Towers Watson & Co. and Willis Group Holdings plc,...more

Holland & Knight LLP

New York Appellate Division Strongly Supports In-House Law Firm Privilege Claim

Holland & Knight LLP on

In Stock v. Schnader Harrison Segal & Lewis, 2016 WL 3556655 (N.Y. App. Div. 2016), the First Judicial Department of the New York Appellate Division upheld, in a case involving a former law firm client seeking to sue the...more

Brooks Pierce

NC Business Court Says That Bank Didn't Owe A Fiduciary Duty To Its Customer, But Recognizes New Cause Of Action: Breach Of A Duty...

Brooks Pierce on

Were you thinking that the Business Court might, one day, find that a bank owed a fiduciary duty to its customer? That seemed like it might happen eventually, as the NC Supreme Court seemed to hold out that possibility last...more

Gray Reed

Must the Lessee Be Wary of the Executive Right Owner?

Gray Reed on

You are negotiating to take a big oil and gas lease. The run sheets show you are dealing with an executive right owner on behalf of himself and his NPRI owner. His proposed terms are odd: a lower-than-market royalty and a...more

Proskauer - Employee Benefits & Executive...

Service Provider Not A Fiduciary In Negotiating Its Contract

A federal district court in Iowa dismissed a putative class action complaint brought by several 401(k) plan sponsors who alleged that Principal Life Insurance Company breached its fiduciary duties to the plans by charging...more

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