News & Analysis as of

Indemnification

Federal Court Dismisses Employer’s Claims For Indemnification And Contribution Against Drug Testing Vendor After False Positive...

by Jackson Lewis P.C. on

A federal court in South Dakota granted a motion to strike and a motion to dismiss filed by the Equal Employment Opportunity Commission (“EEOC”) and the laboratory that conducted drug tests for the Defendant employer, holding...more

Proposed Class Accuses Deutsche Bank of Improperly Using Funds for Legal Defense

On August 4, 2017, Royal Park Investments SA/NV filed a proposed class action against Deutsche Bank National Trust Co. (“DBNTC“) in the U.S. District Court for the Southern District of New York, claiming that DBNTC—in its...more

Sixth Circuit Affirms Arbitrator’s Decision In Environmental Remediation Matter

by Carlton Fields on

The Sixth Circuit has affirmed an order confirming an arbitration award regarding indemnification obligations for environmental cleanup owed by William Farley toward the Eaton Corporation arising out of the 1986 sale of an...more

Second Circuit Follows Viking Pump Methodology to Calculate Total Insurance Liability for Environmental Cleanup Efforts Spanning...

On July 17, the U.S. Court of Appeals for the Second Circuit decided the case of Olin Corporation v. OneBeacon America Insurance Company, an environmental insurance recovery lawsuit. Olin Corporation has filed such lawsuits...more

There May Be Coverage for the Defense and Settlement of FTC Claims

A number of companies have been sued by the FTC in recent years, alleging, for example, that the company made claims regarding the product or service without adequate substantiation. Many of these companies are small private...more

Federal Court in Nebraska Denies Surety’s Request for Preliminary Injunction Requiring Principal to Post Collateral Security,...

by Pepper Hamilton LLP on

Allied World Specialty Ins. Co. v. Abat Lerew Constr., 2017 U.S. Dist. LEXIS 61794 (D. Neb. Apr. 24, 2017) - Abat Lerew Construction (“ALC”) entered into multiple construction projects which required it to obtain surety...more

Cardiac Arrest: A CEO’s Story of Criminal Jeopardy

by Zuckerman Spaeder LLP on

When an executive becomes embroiled in a dispute with an employer, the executive tends to take it personally. And when the executive’s conflict is with the government, the executive’s sense of outrage ratchets up even more....more

Real Property & Title Insurance Update: Week Ending May 19 & 26, 2017

by Carlton Fields on

Real Property Update - Foreclosure/Standing/Lost Note: if plaintiff did not have right to enforce note when lost, plaintiff should present evidence of assignment from payee to plaintiff or affidavit of ownership - ...more

Top Five Strategies for Managing Construction Risks

Construction is a risky business. During construction, claims for personal injury, property damage and economic losses are foreseeable and must be managed. After completion of construction, warranty claims and claims for...more

New Wave of Lehman Litigation Appears to Be Imminent

by Bilzin Sumberg on

Thousands of mortgage lenders across the country either recently received, or will soon be receiving, this document from Lehman Brothers Holdings, Inc. (LBHI). It is a notice of a motion to approve a proposed settlement of...more

SB 496 – New California Law Affecting Indemnification Duties for Design Professionals

SB 496, approved by Governor Jerry Brown on April 28, 2017, amends California Civil Code Section 2782.8 to apply to all design service contracts entered into by design professionals on or after January 1, 2018. The amendment...more

So You’re Looking To Exit – What If I Breach A Representation Or Warranty?

by Fox Rothschild LLP on

As mentioned in the first post of this series, the goal of many entrepreneurs is to seek venture capital financing or ultimately sell their company in an “exit” merger or acquisition. Upon making representations and...more

New California Law Eases Indemnification Duties For Design Professionals

by Fox Rothschild LLP on

California has enacted a new law limiting indemnification obligations, including the duty and cost to defend, that can be imposed on design professionals with respect to all service contracts. The measure, which takes...more

Court Finds Fraud Carve Out Ambiguous in Stock Purchase Agreement

In EMSI Acquisition, Inc., v. Contrarian Funds, LLC et al, the Delaware Court of Chancery examined a fraud carve out from an indemnification cap and an action for confirmation of an auditors award on a purchase price...more

Defendants in Stock Purchase Indemnification Action Entitled to Advancement under Bylaws

In Davis et al v. EMSI Holding Co., the Delaware Court of Chancery held that officers and directors of an acquired company were entitled to advancement under the acquired Company’s by-laws for expenses incurred in defending...more

Lewis v. Clarke And The Failed Expedition To Secure Tribal Rights: SCOTUS Rules Against Tribal Employee Immunity

by Fisher Phillips on

The U.S. Supreme Court unanimously ruled yesterday that tribal sovereign immunity does not apply to employees who are sued in their individual capacities, even if the alleged wrongdoing occurs while the employee is acting...more

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

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