Good Faith

News & Analysis as of

Blog: Court Gives Energy Transfer the Right to Walk Based on its Counsel’s Inability to Deliver the Required Tax Opinion

In a rare decision involving unusual facts, the Delaware Court of Chancery held that a buyer (Energy Transfer Equity, L.P.) had the right to terminate a signed merger agreement with its target (The Williams Companies, Inc.)...more

Points & Authorities - Summer 2016

There Ought to be a Law: Consider This Alternative To Litigation - Government is becoming more intrusive. At the state and federal levels, a host of agencies and departments continuously create new rules for us to live...more

Confirmation Of A Chapter 11 Plan: Good Faith In The Context Of “Artificial Impairment”

In order to confirm a chapter 11 plan, at least one class of creditors whose claims are “impaired” must accept the plan. The concept of “impairment” is very broad. Under the Bankruptcy Code, a class of claims is impaired...more

ITC Issuing Good Faith Offers in Dearborn

New ITC takings occurring in Dearborn. ITC has been using eminent domain for years to acquire additional property rights along existing transmission lines. For a more complete discussion of this process, please see...more

For a Whistleblower, What is Good Faith?

Good faith. It is a term that is mercilessly bandied about in the law. And, its ambiguity can cause confusion . . . and a plea to the state’s highest court for clarification. The Louisiana Environmental Whistleblower...more

Recent Amendments To State Security Breach Notification Laws

Security breach notification obligations vary by state, including how a security breach is defined, the method for providing notice of the breach, and any requirements to notify state regulators. The following summarizes...more

Indian Model Bilateral Investment Treaty

Recent press reports suggest that India may be looking to terminate or renegotiate at least 47 existing international investment agreements (IIAs), including those with the UK, France, Switzerland, Germany, Spain, Mauritius...more

Sentences in H1 2016

Transfer of former contractors´ employees to new subcontractor under the applicable collective bargaining agreement. Exemption of liability of new subcontractor on the salary debts of the previous contractor (Judgement of the...more

How Massachusetts’ New Equal Pay Law Impacts Employers

On August 1, 2016, Massachusetts became the first state to bar employers from asking job applicants about their salary history before making a formal job offer that includes compensation. Under the new law, employers may not...more

Good Faith and Contract Termination

Deciding whether to terminate a contract, whether at common law for an alleged repudiatory breach or under a specific term in the agreement, is rarely easy. Get it wrong and you may be in breach yourself. In several cases...more

Michigan Supreme Court Broadens Schools' Immunity for 1230b Reports of Unprofessional Conduct

Under Section 1230b of the School Code (MCL §380.1230b), a school or district that formerly employed a teacher is required upon request by a prospective employer to furnish information about "unprofessional conduct" in which...more

Massachusetts Legislature Passes Sweeping Equal Pay Amendments

The law, which the governor is expected to sign, features a new “substantially similar” standard, strict limits on seeking compensation history, and an affirmative defense for good-faith self-evaluations. The General...more

Court of Appeal rules on indefinite demurrage claims

MSC Mediterranean Shipping Company S.A. v. Cottonex Anstalt - [2015] EWHC 283 (Comm) - A Court of Appeal decision handed down on 27 July 2016 of this week ruled that demurrage on detained containers, which could not...more

NY Strengthens Law Concerning Zombie Properties as Well as Good Faith Negotiations

New York Senate Bill S8159 - On June 23, 2016, the New York State Legislature passed a bill imposing new requirements upon mortgage servicers seeking to foreclose on defaulted home loans. The bill — S8159, dubbed the...more

A Good Faith Disconnect on Retrans

There is an old vaudeville routine I’ve found more useful for understanding lawmaking in Washington than any textbook. It goes something like this: - (Scene: a nighttime street corner illuminated by a single...more

Insights North Carolina Adopts Additional Creditor Protections for the Full Payment Check Law

For years, businesses and individuals in North Carolina have quietly settled unliquidated or disputed debts in good faith by tendering a check or other negotiable instrument in full satisfaction of the claim under the common...more

Startup M&A: Why a Letter of Intent Deserves Your Full Attention

You might know it as a letter of intent or a term sheet. Maybe you’ve heard it referred to as an MOU, or memorandum of understanding. Whatever you call it, this document of about five pages is a summary of the terms of a deal...more

The Misrepresentation Defense Strikes Again

In May of this year, the United States Court of Appeals for the Second Circuit handed down a decision that illustrates, once again, the effective use by insurers of the misrepresentation defense to void their policies on the...more

Fifth Circuit Addresses FLSA Tip Credits Once Again

The Fifth Circuit has had tipping on its mind, as the decision of Steele v. Leasing Enterprises, Ltd., represents its second opinion within ten months addressing this pay practice. On the heels of Montano v. Montrose, the...more

Challenging bonus discretion post-Braganza: two recent decisions

The case of Braganza v BP Shipping Ltd [2015] UKSC 17 established that courts may look into the process that is undertaken by employers when reaching decisions that involve the exercise of discretion. Prior to Braganza, when...more

Jury Acquits Former Pharma Exec in One of the First Post-Yates Memo Health Care Fraud Prosecutions

Like many before it, this year has been one to watch in government health care fraud enforcement efforts. In September 2015, the Department of Justice (DOJ) released the “Yates Memo,” which reaffirmed the government’s...more

Blog: Agreements to Agree can be Broken: Negotiating Letters of Intent

On December 23, 2015, the Delaware Supreme Court held that SIGA Technologies, Inc. cannot avoid paying $113 million in expectation damages (plus interest) to PharmAthene, Inc. for breaching an express agreement to negotiate a...more

District Court Strikes Infringement Contentions and Sanctioned Plaintiff for Taking Inconsistent Positions

The defendant, Echoworx, brought a motion to strike ZixCorp's infringement contentions. ZixCorp had served its original infringement contentions on Echoworx, contending that the elements of the patent-in-suit are software...more

5th Circuit Vacates Verdict for ExxonMobil in CAA Citizen Suit: Still Not Much of a Win for the Plaintiffs

Last Friday, the 5th Circuit Court of Appeals vacated a District Court decision which had refused to impose penalties on ExxonMobil for various violations of the Clean Air Act at ExxonMobil’s Baytown refinery. While the...more

Philip Morris Asia Limited (Hong Kong) v. The Commonwealth of Australia: Permanent Court of Arbitration Tribunal Publishes...

The Permanent Court of Arbitration (“PCA”) has just released the full award of the Tribunal in Philip Morris Asia Limited (Hong Kong) v. The Commonwealth of Australia, which was rendered in late 2015. We previously published...more

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