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Indemnification Clauses

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: D&O Insurance Coverage - How Careful Should the Drafting Be?...

by Dechert LLP on

Directors are required to review and approve transformative M&A transactions. The power to approve, however, comes with the potential liability that could be asserted if the transactions do not turn out as projected....more

Judgments

by Dentons on

No duty to obtain best price reasonable in a forced sale – upheld by Court of Appeal - (1) Rosserlane Consultants Ltd (2) Swinbrook Developments Ltd v. Credit Suisse International [2017] EWCA Civ 91 - This was the...more

A Primer To Covering Your Personal Assets As A Director Or Officer

by GB&A Insurance on

For directors and officers considering a seat in the c-suite, the prospect of having your personal assets exposed can be a scary one. Before accepting that seat, it's important to understand how/when your assets could come...more

New ALTA Closing Protection Letter With Florida Modifications Corrects Unfortunate Case Law

by Carlton Fields on

The new American Land Title Association (ALTA) Closing Protection Letter (CPL) form recently took effect in Florida. The new form both streamlines the previous CPL’s language and addresses and corrects many of the problems...more

Under Construction - June 2017

by Snell & Wilmer on

Welcome to the summer 2017 edition of our Under Construction newsletter. In this issue, to accompany the summer heat, we highlight several hot topic items affecting the construction industry, such as the recent revisions to...more

Indemnitor Owes Indemnity Even Where Indemnitee is Actively Negligent, California Court Holds

Indemnity provisions are one of the most fought over provisions in design and construction contracts. But while parties generally understand the intent behind indemnity provisions — that one party (the “indemnitor”) agrees to...more

Connecticut Appellate Court Addresses Trigger, Allocation, Exclusions, and Other Issues of First Impression in Coverage Litigation...

by Carlton Fields on

Connecticut’s intermediate appellate court addressed a number of novel issues in a wide-ranging opinion regarding primary and excess insurers’ respective duties to defend and indemnify their common insured for long-tail...more

Tips for a Startup Manufacturer in Negotiating Vendor Contracts

by JD Supra Perspectives on

As a startup manufacturer, vendor contracts are one of the most common types of agreements you are likely to encounter. ...more

Contractor May Receive Indemnity Despite Alleged Active Negligence or Willful Misconduct

by Low, Ball & Lynch on

Oltmans Construction Co. v. Bayside Interiors, Inc. - Court of Appeal, First Appellate District, 10 Cal.App.5th 355 (March 30, 2017) - Civil Code § 2782.05 renders an indemnity provision in a contract void and...more

Court Of Chancery Explains The Abry Partners Doctrine

by Morris James LLP on

Parties to an acquisition often attempt to set limits on what may be recovered in any post-closing dispute between them. This helps the buyer get a lower price in return for the safety the sellers buy with a price concession....more

Avoiding contractual pitfalls and 'gotchas'

by McAfee & Taft on

You’re likely to see the same clauses repeated in most patent, trade secret and software license contracts. As a result, these agreements have a similar structure and feel, which can lead one to assume that a clause in a new...more

Negligent Design Claims – Is it in the Contract?

Developers and project managers routinely rely on multiple professionals at the start-up of a particular project. Land is appraised, surveyed and inspected. Plans are engineered, drafted, and redrafted. Often, a design error...more

M&A Indemnification Provisions: Are You Drafting Unenforceable Time Limits?

In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more

Pennsylvania Federal District Court: Insurer’s Reliance on “Reasonable” Interpretation of Law Does Not Automatically Bar Bad Faith

by Cozen O'Connor on

On March 13, 2017, the United States District Court, Eastern District of Pennsylvania, rejected the argument that an insurer does not act in bad faith if it relies on a reasonable interpretation of unsettled case law. The...more

No Negligence? No Causation? No Problem. Arizona Appellate Court Holds General Contractor Need Not Prove Subcontractor’s...

by Pepper Hamilton LLP on

Amberwood Dev., Inc. v. Swann’s Grading, Inc., No. 1 CA-CV 15-0786, 2017 Ariz. App. Unpub. LEXIS 207 (Ct. App. Feb. 23, 2017) - This case arose out of a housing development project, with Amberwood Development Inc....more

Supreme Court Decides Lewis v. Clarke

by Faegre Baker Daniels on

On April 25, 2017, the Supreme Court decided Lewis v. Clarke, No. 15-1500, holding that an Indian tribe’s sovereign immunity does not bar a suit against a tribe official or employee, in their individual capacity, for acts he...more

The Supreme Court - April 26, 2017

by Dorsey & Whitney LLP on

Lewis v. Clarke, No. 15-1500: Petitioners Brian and Michelle Lewis were involved in an automobile accident with a limousine transporting patrons of the Mohegan Sun Casino, a casino operated by the Mohegan Tribal Gaming...more

"The Emerging Need for Cybersecurity Diligence in M&A"

Cybercrime has emerged as one of the foremost threats a company faces. As a result of a few keystrokes, a company may find its customers’ data sold on the dark web, its intellectual property in the hands of a competitor or...more

Indemnities – Beware the Consequences of “Reasonableness”

by Reed Smith on

The provision of indemnities, particularly those provided to corporate trustees and agents, is an important feature of an effectively functioning structured finance market. It enables the parties involved to allocate the...more

2016 Guidance from the North Carolina Court of Appeals on Attorney-Client Privilege Issues

by Ward and Smith, P.A. on

In civil litigation, parties frequently communicate with consultants, tax advisors, friends, family, and others concerning the subject matter of the litigation, and such communications raise issues regarding the possible...more

A Contract Provision Often Overlooked By Manufacturers

Most manufacturers scrutinize indemnification clauses in contracts to determine what liability they make be taking on if something goes wrong in a transaction or sale. A typical indemnification clause will also provide that...more

Indecent Exposure: New Decision Confirms Subcontractors Liability To CD Damages Is Expansive

How broad is a “broad-form” indemnity provision in a construction contract? A recent decision by the Arizona Court of Appeals has held such a provision allows a developer great latitude in recovering monies paid for...more

Belgian FSMA's position on unfair terms in financial instruments

by White & Case LLP on

The Belgian Financial Services and Markets Authority (FSMA) published a communication regarding the application of the unfair terms legislation in the context of the offering of securities to consumers (the...more

Using Supplier Agreements as Patent Litigation Insurance

by Jackson Walker on

In a recent article written for Today’s General Counsel, patent attorney Wasif Qureshi discusses how customers can lessen risks when sued for patent infringement as a result of using technology obtained from a third party...more

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

by Clark Hill PLC on

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

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