When selling your business in Canada, you will face a long list of due diligence requests as the purchaser reviews all aspects of your business. If there is a lease, one key aspect of due diligence review will be the lease...more
Market conditions suggest that the trend toward longer durations will continue in 2023. Amid the current economic uncertainty, many PE buyers are taking extra precautions to ensure that the deals they pursue will deliver...more
Negotiating exclusivity provisions in agency agreements can often be difficult. Companies want to broadly prevent agencies from working for competitors, while agencies are reluctant to cut off other sources of work. In most...more
You’re in the thick of week two of negotiations on a term sheet with a potential investor and you can’t help but wonder why you’re spending so much time on a document that has “nonbinding” written all over it. While it is...more
Most international companies prefer operating in Israel through domestic business partners, rather than setting up their own local operation. Such local partners – distributors or agents – assume all or a portion of the local...more
In Williams v. Audible, the Supreme Court of British Columbia (the “Court”) considered three applications in the context of a proposed conspiracy class action focused on exclusivity provisions in an agreement between Audible...more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Over the time period covered by the nine ABA studies (2005-2021), the...more
On May 10 2022, the EU Commission adopted the new Vertical Block Exemption Regulation and Vertical Guidelines. The regulation includes several significant new developments including readjusting the safe harbour and providing...more
Despite the rules around exclusivity provisions in Australia having been relatively settled for many years (the Panel initially published its Guidance Note 7 on 'Lock-up devices' back in 2001), it's been surprising to see two...more
Nine Point Energy Holdings, Inc. and its affiliates (collectively, "Nine Point" or "Nine Point debtors") constituted an oil and gas production and exploration company that sought to reorganize in chapter 11 through a going...more
On December 30, 2020, the Israel Competition Authority (ICA) notified SOS, a company in the field of fueling services, it was imposing a financial sanction of NIS 6.3 million on the company. In addition, it imposed a...more
The COVID-19 pandemic and the accompanying market downturn have resulted in widespread uncertainty felt on a global scale – including in the M&A space. This webinar will explore ways M&A transactions – particularly due...more
As class actions brought under Illinois’ Biometric Information Privacy Act (“BIPA”) proceed through litigation, defendants have made a variety of arguments attempting to push courts to define the limits of the somewhat vague...more
Three Brothers Trading LLC d/b/a Alternative Execution Group (AEXG) and Generex Biotechnology Corp. entered into a contract whereby AEXG would secure investors for Generex’s business and, in exchange, Generex would pay AEXG a...more
The Minnesota Supreme Court recently issued two decisions affecting employers in the state. In one, the high court overruled a 30-year-old precedent that excluded disabilities covered by the Minnesota Workers’ Compensation...more
Granting a tenant an exclusive use of their premises in a retail setting can be a powerful inducement to have the tenant agree to a lease. There is little doubt, however, that the use of exclusives often leads to eventual...more
Two years ago, we wrote about a noncompete decision in which a special referee found a business seller had breached a sales agreement by violating both a noncompete covenant and an exclusive sales provision contained in the...more
In 2016 we wrote about a non-compete decision where special referee found that a seller of a business had breached a sales agreement by violating both a non-compete covenant and an exclusive sales provision contained in the...more
The legality of certain collaborative arrangements and contracts often rises and falls on whether the relationship between the parties involved is exclusive or non-exclusive. For example, the issue of exclusivity often...more
The Background: The Italian Competition Authority has imposed a €60 million fine on Unilever's Italian subsidiary Algida, which sells impulse ice creams, for having implemented a complex system of exclusivity clauses and...more
It’s the first week back to school and you receive the following three phone calls in quick succession - • A parent advises you that she does not want to buy expensive apparel from a certain sportswear company for her...more
In a dispute between providers of automobile warranty services (“Plaintiffs” or “American Guardian”) and a Florida car dealership (“Defendants” or “JCR”), an Illinois federal district court recently dealt two blows to the...more
Can an exclusivity clause be applied to a private volunteer activity? In a decision dated 30 March 2017, the Court of Appeal confirmed a dismissal with immediate effect of an employee with 18 years of seniority, for...more
Some interesting links we found across the web this week: Know Your Limits: Understanding Your Term Sheet’s Exclusivity Provision - Before going exclusive with a VC, startups should understand this key provision in...more
Hollywood’s exclusive parties include only the hottest A-listers. Exclusive sales are advertised only to a boutique’s biggest spenders. The startup world has its own take on exclusivity: Investors and buyers routinely insert...more