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Dechert LLP

Delaware Supreme Court Adopts Primedia Test for Post-Merger Shareholder Actions

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In Morris v. Spectra Energy Partners (DE) GP, LP,1 the Delaware Supreme Court clarified the test for determining when former equityholders have standing to pursue post-merger direct claims for a controller’s alleged failure...more

Seyfarth Shaw LLP

Massachusetts’ High Court Pumps the Brakes on Equitable Tolling of Restrictive Covenant

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For the first time in 15 years, the Supreme Judicial Court (“SJC”), Massachusetts’ highest court, issued a decision analyzing the enforceability of non-solicitation covenants, the distinction between such covenants in the...more

Orrick, Herrington & Sutcliffe LLP

Personal Jurisdiction/Forum Non Conveniens - The World in U.S. Courts: Summer 2019

Personal Jurisdiction Based on Knowledge of Texas Port of Call and Lack of Objection Even Where Ship Operator Had No Other Texas Contacts or Control Over Destination Carmona v. LEO Ship Management, Inc., US Court of Appeals...more

Sullivan & Worcester

The Death and Resurrection of the JV — The Ten Commandments for Foreign Companies who Enter Joint Ventures in China

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In recent years, more and more Chinese investors are presenting international companies with the option to form JV's in China. ZAG-S&W has recently assisted many Israeli and international companies in advising and supporting...more

Dickinson Wright

Drafting In The Details

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The Fifth Circuit Court of Appeals recently affirmed that the devil really is in the details in a case that illustrates the importance of ensuring that deal documents accurately reflect the parties’ agreed upon terms with...more

Porter Hedges LLP

Business Litigation Alert: "Know the Terms of the Investment Deal Before You Sign"

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Getting all the information upfront is critical - A recent article in The New York Times reveals a story that could happen to any business person. Chip Tate, the owner of the Balcones distillery, was experiencing...more

PilieroMazza PLLC

In a Business Owners Agreement, Should All Owners Be Equal?

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Good business planning involves owners of the company developing and entering into a shareholders agreement, operating agreement or partnership agreement (owners agreement). A good owners agreement will allow the owners to...more

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