News & Analysis as of

Indemnification

A Guide to Corporate Internal Investigations

by Goodwin on

In-house teams at public and private companies are confronted almost daily with evidence or allegations of potential internal wrongdoing. These scenarios may vary widely in severity and magnitude—from notification of a...more

When an Assault is not an Assault - Covered Up: SC District Court Denies Exclusion for Alleged Nightclub Assault and Battery

by Nexsen Pruet, PLLC on

In a recent United States District Court decision, the court denied the insurer’s motion for summary judgment as to its duty to defend and indemnify for an alleged assault and battery. The facts of Certain Underwriters at...more

Revisions to ConsensusDocs® Design-Bid-Build Standard Forms

Every construction project has a contract (written, preferably), and they often vary in size and scope depending on the nature and complexity of a project. Many construction industry participants have developed their own...more

The Court of Chancery Examines Indemnification Requirements

by Morris James LLP on

This officer indemnification case arises out of one of the more sordid tales to appear in a Court of Chancery opinion and a later Delaware Supreme Court affirmance. This opinion, however, focuses on the less titillating but...more

Blog: $2 Billion Purchase Price Dispute Over GAAP Compliance Highlights Need for Careful Drafting

by Cooley LLP on

Purchase price adjustments are common features (2015 SRS study: 77% of deals) of private merger agreements that are generally intended to ensure that the acquired company will have the same level of cash or working capital to...more

Defence & Indemnity - February 2017: I. INSURANCE ISSUES A.

by Field Law on

I. INSURANCE ISSUES A. Where an insurer has failed to afford a defence to its insured and the insured is successful in bringing proceedings to enforce the insurer’s obligations, the court can and will award the insured a...more

Website Accessibility

by SmithAmundsen LLC on

Website accessibility continues to be a hot topic. Hundreds of businesses throughout the country have been sued in the past few years for failing to have accessible websites. Retail businesses have been the primary target;...more

Indemnification Obligations and the Purchase or Sale of Your Business: Why Should You Care?

by Ward and Smith, P.A. on

What Is An Indemnification Obligation? - In the simplest sense, indemnification obligations protect one party to a contract against claims that arise after a transaction that should be the other party's responsibility. ...more

M&A Global Intelligence Series: Warranty Time Limits and Caps

by DLA Piper on

In M&A transactions, sellers routinely seek to limit their exposure under warranties and indemnities via reasonably standard exclusions and limitations. This article focuses on two of the most fundamental warranty...more

Court Of Chancery Limits Fee Award To Account For Misconduct

by Morris James LLP on

What will the Court of Chancery do when a Petitioner's attorney alters his records to increase the fees sought in an advancement or indemnification case? Here at least the Court disallows the altered fees, rather than barring...more

How Wine Sellers Risk Licenses by Using Third-Party Providers

The innovative marketing and brand experiences offered by the online technology of third party providers (TPPs) can be an effective way for wineries and wine retailers to connect their product with their customers, expand...more

Court Rules Plaintiff Is Not Required To Advance Defendant’s Legal Expenses

by Allen Matkins on

Imagine how frustrated you would be if you sued someone and the defendant responded by demanding that you advance his legal expenses in defending your lawsuit. The plaintiff in Allergia, Inc. v. Bouboulis, 2017 U.S. Dist....more

From New York and Delaware Courts, a Double Blow of Bad News for Sergey Aleynikov

by Zuckerman Spaeder LLP on

Sergey Aleynikov, a former computer programmer at Goldman, Sachs & Co., has been on a legal roller coaster for the past few years. In the span of few days, that roller coaster plummeted steeply—twice. First, on January...more

Family Businesses Should Carefully Consider Indemnification and Advancement Obligations Included In Limited Liability Company...

by Murtha Cullina on

When a family business operated as a limited liability company brings on professional management, the parties typically focus on items in the operating agreement such as capital contributions, allocations and distributions,...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Sixth Circuit Affirms Summary Judgment for Insurer on Bad Faith Claims Where Insurer Offered to Settle Claims for Policy Limit in...

by Saul Ewing LLP on

United States Court of Appeals for the Sixth Circuit rules that insurer’s offer to settle claims for policy limit in exchange for release and indemnification of insured strikes proper balance between competing duties of good...more

Unlike Friendships, Policy Exclusions Are Not Severable In West Virginia

by Carlton Fields on

A homeowners insurance policy often covers every member of a family, and many policies state that the insurance applies separately to each insured. The same policies usually exclude coverage for intentional acts. But what...more

Third party funders held liable for costs on an indemnity basis

by Allen & Overy LLP on

Excalibur Ventures LLC v Texas Keystone Inc & Ors [2016] EWCA Civ 1144, 18 November 2016 - The Court of Appeal has provided important guidance on the extent to which third party litigation funders may be liable to pay...more

South Carolina Federal Court Makes Two Rulings On Motions To Dismiss In Dispute Involving Reinsurance Trust Agreements

by Carlton Fields on

This case was previously reported by us on our blog on January 5, 2016, June 28, 2016 and July 20, 2016. For the full procedural background, we refer to the recent November 3, 2016 and November 16, 2016 decisions. In sum,...more

The Supreme Court - December, 2016

by Dorsey & Whitney LLP on

The Supreme Court of the United States granted certiorari in seven cases on Friday afternoon: Impression Products, Inc. v. Lexmark International, Inc., No. 15-1189: 1) Whether a "conditional sale" that transfers title to...more

Supreme Court Update: Bravo-Fernandez V. United States (15-537) And Order List

by Wiggin and Dana LLP on

12.2.2016 Greetings Court Fans! The Court issued its first signed opinion of the term this week, a unanimous decision in Bravo-Fernandez v. United States (15-537) holding that the Double Jeopardy Clause does not bar the...more

Delaware Supreme Court Rejects Fraud Defense To Advancement

by Morris James LLP on

Delaware strongly protects a party’s right to advancement of attorney’s fees. This decision holds that a claim of fraudulent inducement cannot be asserted as a defense in a contractual advancement case even when the fraud is...more

Superior Court Limits Contractual Indemnification To Third Party Claims

by Morris James LLP on

This decision holds that a general obligation to indemnify another party to a contract applies only to claims filed by a third party and not to claims between the parties to the contract itself. Hence, if you want to cover...more

Selling Your Business: Top 5 Critical Deal Points

by Gray Reed & McGraw on

This is the fifth installment of a series discussing potential pitfalls affecting the intended sale by JR and Sue Ellen Pawlenty of their business Pawlenty Energy. Recently Tilting the Scales highlighted Successfully Selling...more

Excalibur Litigation: Court of Appeal Confirms that Funders Will Be Put to the Sword

by White & Case LLP on

- In the recent decision of Excalibur Ventures v Texas Keystone and others, the Court of Appeal has provided important guidance on the extent to which third party funders may be required to pay the costs of a defendant who...more

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