Indemnification

Re: Sino-Forest Corporation – When is an Indemnity Claim Really Just an Equity Claim?

by Domenico Magisano, Jason Squire | Lerners LLP on 5/16/2013

When public companies are accused of accounting irregularities, class action shareholder litigation often follows. The case of Sino-Forest Corporation (“SFC”) is such an example. Weighed down by allegations of accounting...more

Court Adheres to Specific Definition of “Designated Premises”; Holds Policy Cancellation Does Not Preclude Rescission

by Daniel Bryer | Sedgwick LLP on 5/13/2013

In Seneca Ins. Co. v. Cimran Co., — N.Y.S.2d –, 2013 WL 1405231 (App. Div. 1st Dep’t 2013), the New York appeals court granted the insurer’s motion for summary judgment, declaring that it had no duty to defend and indemnify...more

Determining the Scope of “Additional Insured” Coverage: Recent ISO CGL Insurance Form Revisions Merit Close Attention By...

by Roberta Anderson | K&L Gates LLP on 5/9/2013

It is common among parties to sophisticated construction projects, service agreements, leases, and many other types of projects and transactions, to assess the risks associated with their contractual activities and allocate...more

Insurers Beware: Duty to defend insured can arise even without ongoing duty to indemnify

by Zohar Levy | Lerners LLP on 5/9/2013

We have invited Zohar Levy, a lawyer in our insurance defence practice group, to do a guest blog on a topic we thought might be relevant to some of you. In the recent decision in Jevco Insurance Company v. Malaviya,...more

Court Issues Summary Judgment Ruling in MBIA’s RMBS Action Against Countrywide

by Orrick - Structured Finance Group on 5/9/2013

On April 29, Justice Eileen Bransten of the New York State Supreme Court issued an opinion granting in part and denying in part competing motions for summary judgment filed by MBIA and Countrywide in connection with tort and...more

Court Upholds Validity of ERISA Fiduciary Indemnification

by David Ackerman, John Kober | Morgan Lewis on 5/7/2013

Ruling rejects DOL challenge of an agreement by a 100% ESOP-owned company to advance defense costs and indemnify a trustee....more

Costs and Attorney Fees Awarded In the Same Action in Idaho

by Christina Ahn | Sedgwick LLP on 5/7/2013

In Employers Mutual Casualty Co. v. Donnelly, No. — P.3d —-, 2013 WL 1693661 (Idaho Apr. 19, 2013), a majority of the Idaho Supreme Court affirmed a declaratory judgment action decision that an insurer was required to pay...more

Maryland Again Changes Recordation Tax Payable on Indemnity Deeds of Trust - Effective as of July 1, 2013

by Walter Kirkman, Kevin LaTulip, Jr. | Ober|Kaler on 5/6/2013

Recordation Tax Now Charged Upon Recordation of Indemnity Deeds of Trust Securing a Guarantee of a Loan or Related Loans of $3,000,000 or More - Governor Martin O’Malley signed legislation this week that will again...more

Buying and Selling Businesses in Today's Economy, Stephen Opler [Video]

by Ballard Spahr LLP on 5/1/2013

Now is a great time to sell a business. Nearly 4,800 private equity firms are looking to invest $1 trillion in business acquisitions, and the loan market is returning to re-recession levels. ...more

Purchase Price Adjustments: How True is Your True-Up?

by Carl Roston, Ken Wiggins | Akerman Senterfitt on 4/29/2013

A substantial majority of acquisitions involving private targets include uncapped post-closing purchase price adjustments, or "true ups," tied to the target's balance sheet. Since a target's value typically is assessed based...more

Closing Protection Letters: Overlooked Indemnity Coverage For Common Foreclosure Defense Claims

by Joanne Davies, Randall Manvitz | Buchalter Nemer on 4/25/2013

Mortgage lenders are all too familiar with borrowers’ assertions that they did not receive two properly dated copies of the Truth-In-Lending Act (“TILA”) mandated Notice of Right to Cancel form (“NORTC”) at closing. Under...more

Product Liability Update - April 2013

by Foley Hoag LLP on 4/23/2013

In This Issue: - United States Supreme Court Holds Class Certification Improper Absent Showing Plaintiffs’ Damages Can Be Measured on a Classwide Basis through Use of a Common Methodology that Is Consistent with...more

Ten Tips for Negotiating a Stock Purchase Agreement

by The R. Bernard Law Group on 4/22/2013

A stock purchase agreement is the main transaction document for a stock acquisition. It governs the transfer of title and sale of shares of a corporation’s stock to the purchaser. The document sets forth the critical details...more

Big Banks Fail 2012 Fannie Mae Star Program

by Philip R. Stein | Bilzin Sumberg Mortgage Repurchase Group on 4/12/2013

According to a report released Tuesday by Fannie Mae, the big banks who love to act like “injured innocents” when it comes to making mortgage repurchase and indemnification demands on loan originators had their own...more

Liability of Directors in Canada – An Excerpt

by Ellyn Law LLP on 4/10/2013

This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more

Insurance Policy Interpreted In Officers’ Favour

by Matthew Fleming, Soloman Lam | Dentons on 4/5/2013

In certain circumstances, directors and officers may find that their claims for indemnification under a directors’ and officers’ insurance policy have been denied by the insurance company as a result of various exclusions...more

Is Your D&O Policy Bankrupt-Ready? 10 Underwriting Tips To Protect Your Directors and Officers

by Rachel Kronowitz | Gilbert LLP on 4/2/2013

Protection of the personal assets of board members and c-suit corporate officers through indemnification and insurance is a challenge for financially troubled companies seeking to retain and hire the best people to help...more

Risk-Management Mechanisms Associated With Gluten Allergies

by Jonathan M. Cohen, Jenna Hudson | Gilbert LLP on 4/1/2013

Approximately 1% of the United States population is allergic to gluten, a protein found in wheat, barley, and rye. For these individuals, gluten consumption may result in vomiting, bloating, anemia, osteoporosis, diabetes,...more

Illinois Supreme Court Debates the Insurability of TCPA Federal Junk Fax Penalties

by Kirk Jenkins | Sedgwick LLP on 4/1/2013

Earlier this month, on the final day of arguments for the March term, the Illinois Supreme Court heard oral argument in Standard Mutual Insurance Co. v. Lay. Lay presents the question of whether the penalty imposed by Federal...more

Maximizing Legal Protections for Directors of Nonprofit Corporations: A Timely Topic in Today’s Dangerous World

by Thomas Reiter, Susan Mussman Schwartz | K&L Gates LLP on 4/1/2013

Much like their counterparts on the boards of public companies, board members of many nonprofit corporations increasingly, and quite understandably, are raising questions concerning their potential personal liability and the...more

Patton Boggs Reinsurance Newsletter - March 2013: A Brief Review of Reinsurance Trends in 2012: Late Notice

by Patton Boggs LLP on 3/19/2013

Although late notice cases are infrequent, 2012 featured some notable decisions, highlighting the implications of choice-of-law and state-law differences on the requirement of a show of prejudice. For instance, in Pacific...more

The ERISA Litigation Newsletter - March 2013

by Anthony Cacace, Page W. Griffin, Jacklina Len, Kara L. Lincoln, Brian S. Neulander, Michael Spencer | Proskauer Rose LLP on 3/13/2013

In this Issue: - Editor's Overview - Risk of Addiction Relapse May Entitle Plan Participants to Disability Benefits - Rulings, Filings, and Settlements of Interest ...more

Florida Appellate Court Finds that an Additional Insured is Entitled to the Appointment of Separate and Independent Defense...

by Kellyn Muller | Cozen O'Connor on 3/12/2013

On February 20, 2013, in a matter of first impression in the state of Florida, the Third District Court of Appeal ruled 2-1 that an additional insured was entitled to the appointment of separate and independent defense...more

No Duty To Indemnify Claims Barred By Statute Of Limitations

by Bryan R. Walters | Varnum LLP on 3/12/2013

In Big Dutchman Inc. v. Midwest Livestock Systems Inc., Case No. 1:12-cv-288 (Quist, J.), the court addressed whether a settlement agreement required indemnification of claims that were barred by the statute of limitations....more

Co-Guarantors Limit Amount At Risk

by Charles (Chuck) Rubin on 3/11/2013

Code §465 limits deductions for taxpayers in business and investment activities to the amount the taxpayer has "at risk" in the venture. Amounts of owners that are contributed to capital are generally at risk. Also at risk...more

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Re: Sino-Forest Corporation – When is an Indemnity Claim Really Just an Equity Claim?

Court Adheres to Specific Definition of “Designated Premises”; Holds Policy Cancellation Does Not Preclude Rescission

Determining the Scope of “Additional Insured” Coverage: Recent ISO CGL Insurance Form Revisions Merit Close Attention By...

Insurers Beware: Duty to defend insured can arise even without ongoing duty to indemnify

Court Issues Summary Judgment Ruling in MBIA’s RMBS Action Against Countrywide

Court Upholds Validity of ERISA Fiduciary Indemnification

Costs and Attorney Fees Awarded In the Same Action in Idaho

Maryland Again Changes Recordation Tax Payable on Indemnity Deeds of Trust - Effective as of July 1, 2013

Buying and Selling Businesses in Today's Economy, Stephen Opler [Video]

Purchase Price Adjustments: How True is Your True-Up?

Closing Protection Letters: Overlooked Indemnity Coverage For Common Foreclosure Defense Claims

Product Liability Update - April 2013

Ten Tips for Negotiating a Stock Purchase Agreement

Big Banks Fail 2012 Fannie Mae Star Program

Liability of Directors in Canada – An Excerpt

Insurance Policy Interpreted In Officers’ Favour

Is Your D&O Policy Bankrupt-Ready? 10 Underwriting Tips To Protect Your Directors and Officers

Risk-Management Mechanisms Associated With Gluten Allergies

Illinois Supreme Court Debates the Insurability of TCPA Federal Junk Fax Penalties

Maximizing Legal Protections for Directors of Nonprofit Corporations: A Timely Topic in Today’s Dangerous World

Patton Boggs Reinsurance Newsletter - March 2013: A Brief Review of Reinsurance Trends in 2012: Late Notice

The ERISA Litigation Newsletter - March 2013

Florida Appellate Court Finds that an Additional Insured is Entitled to the Appointment of Separate and Independent Defense...

No Duty To Indemnify Claims Barred By Statute Of Limitations

Co-Guarantors Limit Amount At Risk

Buying and Selling Businesses in Today's Economy, Stephen Opler [Video]

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