Purchase agreements customarily contain provisions for resolving certain disputes by referring them to a third-party neutral decision-maker outside of litigation. For example, disputes over purchase price adjustments are...more
A recent opinion from the Delaware Court of Chancery reinforces the importance of using clear language when drafting dispute resolution clauses. In Agiliance, Inc. v. Resolver SOAR, LLC, No. 2018-0389-TMR, 2019 Del. Ch. LEXIS...more
Merger agreements typically include post-closing purchase price adjustment provisions. A net working capital, or NWC, adjustment, for example, increases or decreases the purchase price post-closing based on a comparison of...more
12/7/2018
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What does in-house counsel need to consider when reviewing pricing and marketing decisions in a dual-distribution system? The internet can extend the geographic reach of your product, but what issues must in-house counsel...more
The Third Circuit held that in antitrust cases involving concentrated markets, courts must carefully consider the nature of the industry and whether the actions of defendants can be equally attributed to independent conduct...more
The Federal Trade Commission (FTC) recently issued its first advisory opinion addressing clinical integration programs since the enactment of the Affordable Care Act (ACA). Without a doubt the advisory opinion is useful for...more
On February 25, 2013, Eaton Corporation (Eaton) filed a petition for certiorari to the United States Supreme Court seeking to reverse a jury verdict finding Eaton liable for illegal monopolization. In late 1999/early 2000,...more
After three years at the helm of the Federal Trade Commission (FTC), Chairman Jon Leibowitz stepped down. Without a doubt Chairman Leibowitz has been a visible and relentless advocate for restricting pay-for-day or reverse...more