Claims involving potential coverage for pollution liability pose unique challenges for insurers. In many cases, the polluting activity occurred decades ago and over a large span of time, with only a fraction of the activity...more
In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more
Indemnity clauses are one of the most negotiated (and litigated) provisions in a construction contract.
They are also one of the most least understood.
But we’re here to break it down for ya’....more
In November, the Delaware Court of Chancery issued a decision that raises troubling questions about commonly used techniques in private company acquisitions and that, if not modified on appeal or through legislation, could...more
On December 19, 2014, the Federal District Court in Wyoming issued a decision in Lexington Insurance Company v. Precision Drilling Co., LP, et al. , D. Wyo., Case No. 12-cv-070-J, extending the reach of the anti-indemnity...more
In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more
I’ve been good this year.
Not great mind you, but good, and good is the standard, right?
So, here’s my construction law wish list this holiday season...more
In this action seeking a declaratory judgment regarding the validity of certain provisions in a merger agreement and related contracts, the Court of Chancery granted in part plaintiff’s motion for judgment on the pleadings,...more
A recent Illinois Appellate Court decision extends the time period in which a certain type of legal claim can be made against a general contractor on a construction project. The decision, 15th Place Condominium Association v....more
DLA Piper’s Banking & Finance Litigation team welcomes you to our quarterly round-up, designed to keep you informed of the latest news and legal developments, and to let you know about future developments that may affect your...more
In its recent decision in Crownover v. Mid-Continent Cas. Co., 2014 U.S. App. LEXIS 20737 (5th Cir. October 29, 2014), the United States Court of Appeals for the Fifth Circuit withdrew its prior ruling and held that the...more
On October 29, the Fifth Circuit reversed itself for the second time this year in a case involving the interpretation of a contractual liability exclusion in a CGL policy. This recent decision by the Fifth Circuit in...more
Many contracts contain clauses requiring parties to carry insurance and to agree to indemnify one party or another in the event of a lawsuit. Such language is typical in lease agreements, distribution contracts, and...more
On Sept. 19, the Fifth Circuit certified four questions to the Texas Supreme Court regarding coverage under a commercial general liability policy in U.S. Metals Incorporated v. Liberty Mutual Group Incorporated, No. 13-20433,...more
Lack of Direct Contractual Relationship Doesn’t Doom Coverage -
Why it matters:
The companies involved in a workplace accident are additional insureds pursuant to a sub-subcontractor’s policy and the insurer...more
In this opinion, the Court of Chancery granted in part and denied in part defendants’ motion to dismiss a plaintiff’s claim for mandatory advancement of legal fees and expenses incurred in an underlying litigation between the...more
Many agreements involving stock or asset purchases contain indemnification clauses – that is, clauses under which one party to the agreement promises to indemnify the other party in the event of future losses arising from the...more
A team of trial attorneys from Brownstein Hyatt Farber Schreck recently won a significant trial victory stemming from the acquisition of a company by a Brownstein client. The dispute raised questions about the obligations of...more
License agreements often contain indemnities. An indemnity is a contractual obligation to step in and reimburse some financial obligation such as a liability, loss, or damage. In essence, the party giving the indemnity will...more
On Wednesday, May 8, 2013, the Health and Human Services Office of Inspector General (OIG) released a Special Advisory Bulletin on the Effect of Exclusion from Participation in Federal Health Care Programs (FHCPs). This...more
In a large Chapter 11 bankruptcy case, claims against the debtor are actively traded in the secondary markets. A debtor’s original creditors may lack the liquidity to wait for uncertain payment at the end of the bankruptcy...more
Transactional attorneys and litigators often take a very different approach toward contracts. Transactional attorneys focus on the ex ante — the relationship between the parties before there is a dispute....more
Public companies typically include provisions in their articles and bylaws that mandate indemnification of directors and officers. Often, these provisions include a statement to the effect that the rights to indemnification...more
Indemnification clauses are often considered a critical component of risk mitigation strategies in legal relationships. However, as is well understood, the value of an indemnification clause, in the event it becomes...more
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