If you are the owner of a business that does not have a buy-sell agreement in place, or you have not reviewed your buy-sell agreement recently, it may be time to sit down with your attorney. Buy-sell agreements can be complex...more
The Biden Administration just issued a proposal to reinstitute the nondisplacement rule, which requires services contracts that succeed contracts for the same or similar services—as well as solicitations for such contracts—to...more
On March 30, 2022, the New York State Supreme Court, New York County (the “Court”) decided in Times Square JV LLC v. Walber Broadway LLC that a ground lease-tenant that is in default under the ground lease for failure to pay...more
Envision a scenario in which you purchased a right of first refusal for a parcel of real estate. That right, as bargained for, would let you purchase the parcel if it was put up for sale by matching any competing bidder’s...more
A right of first refusal is a contractual right to purchase property that arises when the owner decides to sell. The holder of a right of first refusal has a preference to purchase the property over other purchasers....more
The owners of a corporation may enter into shareholder agreements that address and resolve many disputes. For example, the Texas Supreme Court noted: “Shareholders of closely-held corporations may address and resolve such...more
Two Illinois Federal Courts Deny Class Certification in Anti-Poaching Class Actions Against Franchisors - Two federal courts in Illinois have rejected motions to certify classes of employees who worked in franchised...more
The New York State rule against perpetuities is based on the common law rule and provides that “no estate in property shall be valid unless it must vest, if at all, not later than twenty-one years after one or more lives in...more
This article examines the different types of preferential rights in ground leases for medical office buildings, and examines strategies in drafting preferential rights provisions to protect the interests of both ground...more
In HUMC Holdco, LLC et al v. MPT of Hoboken TRS, LLC et al, the Delaware Court of Chancery examined numerous complexities attendant to an alleged violation of a right of first refusal in an LLC Agreement in connection with a...more
In Borealis Power Holdings Inc. v. Hunt Strategic Utility Investment, L.L.C., the Delaware Supreme Court reversed the Court of Chancery and held the ROFR in an investor rights agreement was not applicable to an indirect...more
In Cogdill v. Sylva Supply Company, Inc., filed May 7, 2019, the North Carolina Court of Appeals held in a split decision and as a matter of first impression that a right of first refusal contained in a written lease...more
The Idaho Supreme Court provided important lessons to people who deal with rights of first refusal (ROFRs) on real property in its recent decision Mulberry v. Burns Concrete, Inc., No. 45184 (Idaho Feb. 21, 2019). A ROFR is a...more
In California, a holdover tenant (a tenant who remains in possession after the expiration of the written lease) has fewer rights than a tenant operating under a lease....more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more
This post is the third of a three-part series looking at the current NVCA Series A model legal documents. The National Venture Capital Association (“NVCA”) has created and maintained a standardized, industry-embraced set...more
Sitting in your office, basking in the sense of accomplishment, perhaps hugging a beer or a glass of pinot noir, you have finished the All Brands USA lease for 50,000 square feet at Mallchester Mall after six months of...more
People often talk about giving or getting a Right of First Refusal ("ROFR") in real estate transactions. But what is a ROFR? A simple definition might be...more
On 27 June 2017, the Financial Conduct Authority (FCA) published its Policy Statement PS17/13 'Investment and corporate banking: prohibition of restrictive contractual clauses' which sets out new rules banning the use of...more
In Franchise & High Properties, LLC v. Happy’s Franchise, LLC, a 2015 decision issued by the Court of Appeals in Michigan, the franchisor, Happy’s Pizza Franchise, LLC, signed a five-year lease for the commercial space to be...more
The provision contained in incumbent electric utility tariffs—conferring on the holder the right of first refusal (ROFR) to construct additions to the high-voltage electrical grid, regardless of who conceived of and proposed...more