SaaS Transactions: Data-Related Issues in SaaS Agreements - Tech Podcast
In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the...more
In merger and acquisition (“M&A”) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and...more
As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
In Harrington v. Purdue Pharma L.P., 144 S. Ct. 2071 (2024) (“Purdue”), the Supreme Court held that the Bankruptcy Code does not authorize nonconsensual releases of nondebtors as part of a chapter 11 plan. The Court narrowly...more
Situations involving family dynamics, significant wealth, and fiduciary duties can be ripe for conflict. Disputes frequently arise among owners and managers of closely held businesses, family office constituencies, and other...more
Have you or your clients been sued by an individual or company seeking indemnity for damages allegedly incurred? Are you wondering how to combat and defend against such a claim?...more
With its January opinion in Raymond James & Associates Inc. v. Jalbert, the U.S. Court of Appeals for the Fifth Circuit held that the bankruptcy debtor's indemnification obligations were discharged by the confirmed plan...more
Lately, it seems as though the most contentious legal issue in construction contracting revolves around indemnification clauses and the interrelated waiver of consequential damages. Owners customarily seek full defense and...more
As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more
Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more
As law firms and other businesses increasingly look to AI-driven software to drive efficiency, the importance of meticulous review of not just their capabilities and features, but also the agreements under which they are...more
The Washington State Supreme Court significantly expanded the scope of potential hospital tort liability for the allegedly negligent actions of nonemployee, independently contracted emergency room service physicians, and...more
Companies often hire lead generation companies to find consumers who may be interested in their product and service offerings. Buyers of these leads typically enter into contracts requiring that all leads come from consumers...more
An indemnification provision serves as a contractual remedy to redress a party’s (or third party’s) financial loss suffered as a result of a claim, breach, or some other event or condition set forth in the provision....more
Sophisticated, experienced, and effective directors and officers rarely join a public company unless that company has a platform of protection that they deem adequate. The platform in this case relates to personal and...more
In Short - The Background: Indemnity clauses are often included in contracts and can be extremely valuable, but they also raise many potential challenges to enforcing them, including state statutes, common law...more
On Friday, September 29, 2023, the Securities and Exchange Commission’s Division of Enforcement (“SEC”) filed a civil complaint in U.S. district court (S.D. Fla., Case No. 1:23-cv- 23723) against two audit firms, Prager Metis...more
In a decision with major implications for contractual indemnity provisions, the Supreme Court of Ohio recently ruled that an indemnity provision in a contract essentially abrogates any common law indemnity principles that...more
In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more
The plaintiff, a construction entity, originally contracted with the defendant to provide finished concrete products to a construction site. The defendant subsequently contracted with a third party (the subcontractor) to...more
If you are handling a construction case or other matter involving any sort of indemnity claim, you should be familiar with Kaleel Builders, Inc. v. Ashby. 161 N.C. App. 34, 587 S.E.2d 470 (2003). Kaleel may have been decided...more
In 2022, the influencer marketing industry was valued at US$16.4 billion, and that number is expected to grow to US$21.1 billion by the end of 2023. For brands who have not yet taken advantage of marketing through influencers...more
On June 12, 2023, the Supreme Court of Appeals of West Virginia held in WW Consultants, Inc. v. Pocahontas County Public Service District and A-3 USA, Inc., Orders Construction Company, Inc., and Pipe Plus, Inc., No. 21-0485,...more
The complex, heavily regulated, and often-volatile environment within which energy companies must operate can magnify the importance of contractual arrangements, and the severity of repercussions when those arrangements do...more