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Bennett Jones LLP

Leaving the Court in Peace: the Alberta Court of Appeal Applies Narrow Limitations Exception for Declaratory Relief

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The Alberta Limitations Act does not apply to requests for "a declaration of rights and duties, legal relations or personal status". The exception is narrow. But as recently confirmed by the Alberta Court of Appeal in...more

Latham & Watkins LLP

Avoiding Buyer’s Remorse in M&A Deals

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Changing market dynamics have led buyers to assess available options to address post-closing target company issues. Amid the buoyant market of 2021 and early 2022, compressed deal timelines and frenzied competition...more

Kramer Levin Naftalis & Frankel LLP

Sandbagging: A Primer

In the 19th century, “ruffians roamed the streets” and robbed “unsuspecting victims” using a tactic knowing as “sandbagging”: They wielded “ostensibly harmless socks” that were in fact “filled with sand and used as weapons.” ...more

Tarter Krinsky & Drogin LLP

Law Brief®: Rich Schoenstein and Robert Heim Discuss Musk v. Twitter

The new season starts off with a discussion of the pending dispute between Elon Musk and Twitter, scheduled to go to trial this month. White Collar and Government Investigations Partner Robert Heim returns to the Podcast to...more

K&L Gates LLP

In the Weeds: Why Arbitration May Be the Key to Preserving Enforcement of Cannabis M&A and VC Contracts

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As 2022 hits, new markets continue to beckon for the cannabis industry, with New York, New Jersey, and Virginia all set to open business for recreational marijuana sales in the next 18-24 months. ...more

Dorsey & Whitney LLP

Chancery Opinion Provides First Delaware Court Guidance on COVID-19’s Impact on MAE Provisions and Ordinary Court Course Covenants

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On November 30, 2020, Vice Chancellor Laster of Delaware’s Court of Chancery issued the first case where the pandemic provided a company with the ability to walk away from its contractual obligations in a sale transaction,...more

Goodwin

English Court Rules On COVID-19 Material Adverse Effect In M&A Transaction

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On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more

Robins Kaplan LLP

[Webinar] From Contract To Courtroom: Lessons Learned In Contract Litigation And Trials - September 30th, 11:00 am - 12:00 pm PT

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What can we learn from past contracts, good and bad, and how they played out in the courtroom? In this presentation, seasoned-in-house counsel, trial attorneys, and a jury consultant will examine lessons learned in litigation...more

Harris Beach PLLC

Will COVID-19 Qualify as a ‘Material Adverse Effect’?

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The pandemic and associated lockdown orders changed economic projections virtually overnight. As a result, organizations which were under contract at the onset of COVID-19 – e.g., to merge with or acquire another entity or...more

Vinson & Elkins LLP

[Webinar] Navigating Heightened Contractual Risk in an Economic Downturn - May 28th, 12:00 pm - 1:00 pm CT

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We’re excited to introduce Navigating, a new webcast series created to assist clients and friends of the firm in navigating the new normal – whether that be navigating through pandemic-related issues, new industry dynamics,...more

Troutman Pepper

MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series

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Troutman Sanders and Pepper Hamilton are producing a series of podcasts to discuss litigation topics that have been brought to the forefront by the COVID-19 pandemic and how businesses might be able to prepare and respond. ...more

World Law Group

[Webinar] The Impact of the COVID-19 Crisis on Mergers and Acquisitions and Related Contracts - May 20th, 9:00 am - 10:00 am EDT

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In the framework of the catastrophic impact of COVID-19 on business activities around the world, following topics will be addressed by panelist of different jurisdictions around the globe: (i) Contract enforcement, (ii)...more

McDermott Will & Emery

[Webinar] Preparing for Litigation Resulting from a COVID-Related Busted Deal - May 8th, 12:00 pm - 1:00 pm EST

Uncertainty continues to loom over the M&A market as organizations that were actively involved in transactions before the COVID-19 pandemic assess risks stemming from reduced valuations, condensed financing options, the...more

Akin Gump Strauss Hauer & Feld LLP

Tapping Your Credit Line: Is it Reasonable?

The recently announced dispute between BorgWarner Inc. and Delphi Technologies PLC relating to BorgWarner’s planned acquisition of Delphi may turn into one of the first cases of a contested mergers and acquisitions (M&A)...more

Skadden, Arps, Slate, Meagher & Flom LLP

COVID-19: Russia Update

In our first update on the implications of COVID 19 in relation to the Russian market, we consider: - contract implications, including: - the need for a detailed review of essential contracts; and - virtual signings...more

Akin Gump Strauss Hauer & Feld LLP

The Global Impact of COVID-19 on Corporate Transactions

COVID-19, also known as the novel coronavirus, has spread rapidly throughout the globe since it first emerged in China at the end of 2019. As governments, businesses and individuals all take measures to protect against the...more

Benesch

M&A Pitfalls in the Cannabis Industry

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M&A is nothing new to the cannabis sector. The industry has experienced substantial consolidation activity to date and this trend will only increase in the months and years to come. However, if cannabis companies looking to...more

Dorsey & Whitney LLP

The Ghosts of Past Licensing Agreements Continue to Haunt Ms. Pac-Man

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1980 was a momentous year. Not only was it the year in which the Rubik’s Cube was first released, it was also when approximately 350 million people worldwide finally learned who shot J.R. on TV’s “Dallas” (spoiler alert: it...more

Foster Garvey PC

OTA & Travel Distribution Update: Sabre's previously announced acquisition runs into regulatory trouble; enforceability of...

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This week’s Update features a number of stories on important developments in the EU. Enjoy....more

White and Williams LLP

Delaware Weighs in on Reformation of Contract for Misunderstanding as to Earn-Out

In the recent case of Glidepath Limited v. Beumer Corporation, the Delaware Court of Chancery considered the case of whether a court could apply equitable principles to reform the dates in a purchase contract for measurement...more

Bennett Jones LLP

The Good, the Bad and the Ugly: Candour in Ex Parte Applications

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A recent decision by the Alberta Court of Appeal (ABCA) reminds us that counsel must take care to provide a balanced view of both sides and not overreach in their asks when seeking an ex parte application, lest the court set...more

Morrison & Foerster LLP - Government...

Allowability of Legal Costs

The next in our Infographics series walks through the allowability of costs for certain in-house legal services. It provides a quick guide to when a contractor’s legal costs may, and may not, be charged to the government....more

King & Spalding

Meaning of “Commencement of Drilling”: Summary of Vitol E & P Limited v Africa Oil and Gas Corporation [2016] EWHC 1677 (Comm)

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Introduction - In a dispute arising in connection with a sale and purchase agreement for an interest under a Production Sharing Contract in the Congo, an English court (the Queen's Bench Division of the High Court of...more

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