Mitigating Indemnity Exposure
Settling a Claim: Get Comfortable With Being Uncomfortable
NGE On Demand: Insurance and Indemnity Issues for Family Offices with Angela Elbert
Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties...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 and warranties made by the...more
“Software-as-a-Service,” commonly known as “SaaS,” is a subscription-based software distribution model in which the vendor allows users to connect to and use cloud-based applications over the Internet for the subscribed term....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
Today's construction environment demands a lot from contractors who are pulled in multiple directions and whose responsibilities may seem limitless. Beyond performing good work, managing and effectively communicating...more
Catastrophe bonds using industry-loss triggers have become increasingly popular among ILS investors and cedant sponsors. Industry loss catastrophe bonds pose less adverse selection risk from the point of view of...more
The ongoing legal battle between several visual artists and generative artificial intelligence (AI) platforms, including Midjourney and Stability AI, has significant implications for copyright law and its application to AI...more
Construction projects are often complex endeavors involving multiple parties, intricate contracts, and significant investments. Despite meticulous planning, disputes can arise, posing challenges that require legal expertise...more
Many consumer packaged goods (CPG) companies’ contract with other companies to manufacture goods sold under the CPG companies’ label or brand. These arrangements are called “co-manufacturing” or “contract manufacturing.”...more
Co-Author JD Bruning The District Court of Maryland (“District Court”) in an April 9th Opinion addressed an issue involving a contract dispute stemming from an environmental assessment. See District of Columbia Water and...more
On May 21, 2024, the Oklahoma Supreme Court issued an opinion in Knox v. Oklahoma Gas and Electric Co., 2024 OK 37, holding that an employer cannot contractually create or assume liability where liability is based on the same...more
The accelerated development of artificial intelligence (AI) has shown the transformative potential of the technology across industries, making it an integral part of strategic planning for market participants, from technology...more
Sellers and borrowers involved in real estate transactions are customarily asked to sign indemnity agreements in favor of the title insurer. In April 2024, the Arizona legislature amended A.R.S. § 20-1591, which will impact...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
A longstanding and critical incident of a trustee’s fiduciary duty of loyalty is the duty to vigorously defend the trust’s very existence, as well as all its material provisions (hereinafter “existence defense”), unless it...more
This article addresses the legal and practical issues for lenders on leveraged buy-outs in relation to taking security over warranty and indemnity insurance policies. This article first appeared in the March issue...more
What is the appropriate treatment under Quebec law of the equity-based incentives of an employee, upon termination of their employment without cause (serious reason)? Twenty years of case law suggest the question is all but...more
Weighing in on an issue that has divided courts nationwide, the U.S. Court of Appeals for the First Circuit has ruled that an insurer under Massachusetts law has no right to recoup defense costs, or amounts the insurer pays...more
As recently described by The New England Journal of Medicine, the liability risks associated with using artificial intelligence (AI) in a health care setting are substantial and have caused consternation among sector...more
Supplemental Payments provisions are present in almost every liability policy. These provisions generally detail the insurer’s responsibility for interest and costs awarded in suits that it has undertaken to defend....more
Scott Fetzer Co. v. Am. Home Assur. Co., Inc., 2023-Ohio-3921 - In this 5-2 decision from the Ohio Supreme Court, the majority held that the tort conflict of law rules found in Section 145 of 1 Restatement of the Law 2d,...more
With very limited exceptions, liability policies provide insureds with two primary benefits: a defense paid for by the insurance carrier and indemnity for covered claims. These benefits to the insured are purchased with...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
On December 19, 2023, AI research company Anthropic announced that it had updated and made publicly available its Commercial Terms of Service (effective Jan 1, 2024) to, among other things, indemnify its enterprise Claude API...more
For several years, the French Supreme Court has been uncertain regarding the inclusion of stock options and restriction stock units (RSUs) in the termination indemnities (severance and notice period payment) calculation base....more