Episode 116 -- Alstom Executive Convicted of FCPA and Money Laundering Offenses
Potential for Vicarious Liability Under the Graves Amendment
FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras
FCPA Compliance and Ethics Report-Episode 118-the Alstom FCPA Enforcement Action
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
Cross-Border Update on Investing and Doing Business in the United States
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Carve-Out Transaction
Misbehaving children? Blame the parents, right? Not so in the corporate context, at least according to Manhattan Commercial Division Justice Robert R. Reed in a recent decision, Memorial Sloan Kettering Cancer Ctr., v....more
Frontline Techs. Parent, LLC v. Murphy, C.A. No. 2023-0546-LWW (Del. Ch. Aug. 23, 2023) - This non-compete decision reminds drafters to pay careful attention to scope and definitions, in particular language covering the...more
FOREWORD - On behalf of the new and expanding Goodwin London litigation team I am delighted to welcome you to our first ever ‘Litigation Insights’: a series of quarterly updates on important and interesting developments...more
A claim for inducing breach of contract had no real prospect of success, despite the fact that a subsidiary’s breach of contract was the known and inevitable result of its parent company’s decision to form a joint venture....more
A Delaware Court of Chancery case decided earlier this year provides some useful guidance on the interpretation of LLC agreements and what constitutes a “deadlock” under Delaware law. The case, Mehra v. Teller, involved a...more
Is a parent company liable if it restructures its operations and a now disused subsidiary is prevented from meeting its own contractual obligations? In Kawasaki v Kemball, the Court of Appeal held that the parent neither...more
In some transactions, such as those involving the acquisition of a business, the deal may be documented through a primary contract and subsidiary agreements that are referenced in, or even attached as Exhibits to, the...more
Federal Rule 52(a) requires that when a district court conducts a bench trial, it is obliged to “find the facts specially.” In its recent significant decision in ENI US Operating Co., Inc. v. Transocean Offshore Deepwater...more
A recent LLC Jungle blog post covered the impact of “conversion” from a different form of entity to an LLC — generally, the entity’s rights and liabilities remain the same. But what about a more sophisticated transaction...more
When a portfolio company underperforms, an equity sponsor will want to assess the degree of negotiating leverage the company’s lenders have against the company under the circumstances, which can play a significant role in...more
Many nursing home operators have been closely watching the litigation between the Pennsylvania Office of Attorney General (“OAG”) and the Golden Living chain of skilled nursing facilities. On March 22, 2017, the Commonwealth...more
In reviewing the scope of an arbitration agreement that was part of a supply agreement, the US Court of Appeals for the Federal Circuit affirmed the district court’s decision, determining that the defendant’s breach of...more
How long should competition in violation of an agreement be enjoined? Normally, that would depend on what the agreement says. But when that is not set out by the parties’ contract, this decision explains how to determine the...more
Unfair Trade Practices Exclusion Doesn't Cover Consumer Protection Suits - Why it matters: An unfair trade practices clause did not bar coverage for a policyholder's subsidiary, an Illinois federal court ruled, ordering...more
English executives employed by multinational companies often have a contract of employment with the company’s UK subsidiary, but may also participate in a separate bonus or share option plan that contains foreign (e.g., U.S.)...more
As previously reported, in NAF Holdings, LLC v. Li & Fung (Trading) Limited, 772 F.3d 740 (2d Cir. 2014), the Second Circuit certified to the Delaware Supreme Court an unusual question regarding whether the direct vs....more
A recent Delaware Chancery Court opinion in American Capital Acquisition Partners, LLC, et. al. v. LPL Holdings, Inc., et.al. held that a seller’s claim that its buyer diverted opportunities from the acquired business to a...more