Yesterday, the SEC proposed the long-awaited executive compensation clawback rules under Section 954 of the Dodd Frank Act. Weighing in at over 100 pages, there is a lot to digest. This McGuireWoods client alert provides an...more
Software publishers that try to require an indemnification clause from their customers for use of the publisher’s software are often met with resistance. Providing software generally creates a risk to the customers that buy...more
Advancement and indemnification rights provide directors and officers of Delaware corporations comfort when accepting positions that often lead to being named in litigation. However, once the interests of the executive and...more
As more and more companies of all sizes ranging across a wide spectrum of industries have been exposed to network and data security breaches in recent years, the market for insurance products dedicated to cover cyber risks...more
In Bituminous Casualty Corporation v. Plano Molding Company, 2015 IL App (2d) 140292, the Illinois Appellate Court tackled one of the most misunderstood issues in the commercial general liability policy: does an obligation to...more
When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase...more
Corporate directors and officers (“D&O’s”) face significant personal exposure whenever their corporation is involved in a dispute or investigation. For this reason, prudent D&O’s avail themselves of all available legal...more
Today’s newspapers in the central Pennsylvania area have been fraught with concerns and questions regarding the construction of the William’s gas pipeline running from the Marcellus Shale areas of Pennsylvania to the east...more
Government contracts with the State of Ohio provide a number of potential opportunities for service contractors, but many contractors may be surprised to learn that the State will not agree to enter into any contract that...more
On April 3, 2015, The Wall Street Journal reported that private equity adviser Fenway Partners LLC (Fenway) received a Wells Notice from the U.S. Securities and Exchange Commission (SEC) in March 2015 regarding Fenway’s...more
As competition for middle-market M&A transactions becomes more acute, prospective buyers, particularly private equity firms, wishing to distinguish themselves from others may employ representation and warranty insurance (R&W...more
Security in the form of guarantees (or bonds) is common practice in construction projects. With contractors, sub-contractors, suppliers and even consultants being required to provide some or all of tender, performance,...more
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
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