Indemnification Clauses

News & Analysis as of

Trascent Management Consulting, LLC v. George Bouri, C.A. No. 10915 (Del. Nov. 28, 2016)

In this opinion, the Delaware Supreme Court affirmed the Court of Chancery’s ruling that a company cannot avoid its advancement obligations by claiming in a summary proceeding that the advancement agreement was fraudulently...more

Dangers When a Contractor Agrees to Indemnify or Name an Architect/Engineer as an Additional Insured on an Insurance Policy

Contractors are often required to contractually indemnify and defend owner's engineers and architects, and include them as additional insureds on liability insurance policies. However, a recent federal case demonstrated the...more

FCRA Disclosure Revisited

In these unsettled days of a new administration, it is almost soothing to see the courts focus on statutory language alone. Almost. The Fair Credit Reporting Act (“FCRA”) requires that, before a prospective employer (or...more

Defence & Indemnity - December 2016: II. LIABILITY ISSUES B.

B. Where a contract for security services explicitly provides that it is not a contract for insurance and contains an enforceable liability exclusion clause, the security provider will not be liable for the loss. ...more

Key Legal & Regulatory Issues for Financial Services Companies in 2017

With 2016 rapidly drawing to a close, here are some thoughts regarding the types of litigation and legal/regulatory issues that will likely be top-of-mind for financial services companies, especially mortgage companies and...more

Foundation: December 2016 • Vol. IV , Issue 3

We are pleased to present our last edition of Foundation for the year, and hope that you have enjoyed the issues we have put together in 2016. We have worked hard to provide you with timely and relevant articles in a...more

First Circuit Provides Guidance as to When a Notice of Claim Triggers Policy Obligations

When does receipt of a pre-suit claim notice letter trigger an insurance carrier’s obligation to provide a defense and/or indemnity? In Sanders v. Phoenix Insurance Co., the First Circuit provided some guidance to this...more

Three Point Shot - November 2016

Who's First in Ownership of the "Sweet Spot" Remains Unclear - Baseball is often called a "game of inches," whether one is describing the strike zone, a close play at the plate, or a liner past third base that just kicks...more

Guidelines for Cloud Computing

Most companies now use some form of cloud computing whether through software as a service, platform as a service, or infrastructure as a service. Cloud computing’s cost-effective scalability can offer significant advantages...more

Court Holds Indemnity Provision Provides No Right To Attorney Fees

Contractual indemnity provisions often broadly provide for the payment of the indemnified party’s attorney fees. In Alki v. Superior Court, 2016 Cal. App. LEXIS 892 (Cal. Ct. App. 2016), for example, a fund administration...more

Sandbagging in M&A Transactions: Default Rules in Delaware, New York and California

One of the most confusing legal issues facing foreign buyers of U.S. assets is governing law. Especially for Asia-based clients whose legal system is civil law based and uniform throughout the country, the U.S.’s state...more

Consider Indemnification and Advancement Obligations When Drafting Limited Liability Company Operating Agreements

When parties are negotiating over the terms of a Delaware limited liability company operating agreement, the most heavily negotiated provisions typically involve things like capital contributions, allocations and...more

Contractual Clauses That Impact Disputes

In the process of drafting contracts, parties can shape the process for resolving their future disputes. They can potentially select the forum for dispute resolution, the body that will resolve the disputes, the law that will...more

Court of Appeals Changes Calculation of Statute of Repose

Colorado law generally prohibits construction defect lawsuits against a construction professional brought “more than six years after the substantial completion of the improvement to the real property.” § 13-80-104, C.R.S....more

A Bitter Pill for Ex-Rite Aid GC: Delaware Court Finds His 2015 Suit for Indemnification Untimely

Remember 2002? That year, A Beautiful Mind won best picture, and the University of Maryland won the NCAA basketball tournament. It is also the year that Rite Aid and its former General Counsel, Franklin Brown, began...more

Defence & Indemnity - August 2016: I. INSURANCE ISSUES

A. In a commercial lease, the covenant of the tenant to insure the landlord along with itself fixes the tenant with the risk of loss. Failure to add the landlord to the policy, as required by the lease, does not allow the...more

What Community Bank Board Members Need to Know About D&O

A bank director’s responsibilities are similar to directors of other types of corporations, including the duties of loyalty and care. Federal banking regulators have strong enforcement powers to address violations of law,...more

“Veep”: The Evolving Law of Advancement and Indemnification

Companies confer title of “Vice President” on a wide range of employees, from senior executives, in some cases, to line-level personnel, in others. While distinguishing someone functioning as a senior executive from someone...more

Construction Alert: "Texas Supreme Court Opinion Impacts General Contractor's Statutory Indemnity Rights Against Manufacturers of...

The Texas Supreme Court recently issued an important decision regarding the ability of general contractors to seek indemnity from manufacturers of defective products. In Centerpoint Builders GP, LLC v. Trussway, Ltd., the...more

Do You Know What’s In Your Portfolio Company’s D&O Insurance?

When a venture capital or private equity firm invests in a portfolio company (PC) and places a general partner on the PC’s board, they typically require that the PC agree to defend and indemnify the board member in any...more

Portfolio Company Litigation: Some Practical Considerations for Board-Designees of Private Funds

Individuals affiliated with private fund managers are increasingly being named as defendants in lawsuits involving fund portfolio companies, particularly where the fund controls one or more seats on the portfolio company’s...more

Drafting Indemnification Provisions to Address Common Issues

Corporate bylaws and operating agreements often contain provisions that provide for indemnification to directors, officers and in some cases employees and agents who become parties to litigation, arbitration or investigations...more

Are Private Development Projects Covered by Prevailing Wage Laws?

When a governmental entity contracts with a general contractor to build a community center on government-owned land, the question of whether prevailing wages are required for workers on that project is easily answered. If...more

Prop. 65 Warning Requirement for BPA Takes Effect May 11

The California Proposition 65 warning requirement for Bisphenol-A (BPA) takes effect on May 11, 2016. After May 10, products that contain BPA sold in California without a Prop. 65 warning could subject retailers,...more

Insurance Recovery Law - March 2016

High Times in the Insurance Industry: Colorado Federal Court Considers Coverage for Medical Marijuana Business - Why it matters: With legalized marijuana businesses booming, a new decision from a Colorado federal court...more

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