Are emojis legally binding? Can they be used as evidence in court? The answer is complicated....more
Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum...more
In this age of social media and texting, we use a plethora of shorthand visual and typographic icons to express a range of responses or reactions to posts or texts: a heart to indicate love, a laughing face or an “LOL” to...more
When do you have an agreement that will be enforceable by law — a binding contract? Fundamental components necessary to the formation of a contract include a valid offer and acceptance with respect to final, essential terms. ...more
Ancient Egyptians developed hieroglyphics as a form of communication around 3100 BC. Fast forward 5,000 years, and they’re back. People today regularly communicate with the use of emojis or emoticons, pictorial...more
This is the second in a series of posts from Verrill with the purpose of helping to dispel myths that are currently circulating concerning employment laws and rules related to COVID-19. On September 24, the Safer Federal...more
US Bankruptcy Judge Mary F. Walrath of the District of Delaware entered an order on April 21 in In re Nine Point Energy Holdings, Inc., Case No. 21-10570 (MFW) (Bankr. D. Del. Apr. 21, 2021), finding that Caliber Measurement...more
Contract Interpretation McCruter v. Travelers Home & Marine Ins. Co., 11th Dist. Lake No. 2019-L-167, 2021-Ohio-472- In this appeal, the Eleventh Appellate District affirmed in part and reversed in part the lower court’s...more
In Chalker Energy Partners III, LLC v. Le Norman Operating LLC, the Texas Supreme Court analyzed an email exchange between the sellers’ agent and a bidder to determine if a contract had been formed. Chalker involved 18...more
McDermott Will & Emery, in partnership with Ankura is hosting an in depth webinar to discuss the complexity of global data transfer post-GDPR. Having analysed the marketplace trends and delivered BCR projects, our panel...more
Letters of intent (LOIs) are frequently used by parties to formalize terms for commercial real estate leases. LOIs are implemented in the beginning stages of a transaction to ensure there is a meeting of the minds on major...more
The old saying goes “if you give them an inch, they’ll take a mile”, but the Court of Appeal has reaffirmed that an independent expert appointed by parties to make a binding determination in relation to their dispute is not...more
Contracts sometimes include arbitration clauses — where the parties agree that certain disputes will be resolved through arbitration instead of through legal proceedings. A recent Florida appellate decision — Hayslip v. U.S....more
In a world of texts, email and Siri, you should be careful about the impact of the words you write. Remember that case where a court found that a string of text messages can form a binding contract? ...more
In a presentation at McDermott’s Employment and Employee Benefits Forum, Andrew Liazos discussed areas of focus for Section 162(m) and third-party loan funding for employee stock purchase plans (ESPPs). He also provided...more
Alabama Municipal Insurance Corporation (AMIC) has agreed to dismiss with prejudice its federal lawsuit against Munich Re after an arbitrator rendered judgment against AMIC in a case we previously wrote about here. ...more
In its recent decision in Jahangiri, et al. v. 1830 North Bayshore, LLC, the Third District Court of Appeal asserted that a lease extension option based on “market rate” is insufficient to create a binding and effective...more
IRS Issues New 162(m) Guidance - August 21, 2018, the Internal Revenue Service (the “IRS”) issued Notice 2018-68 (the “Notice”) which provides initial guidance and clarification on amendments made to Section 162(m) of the...more
On August 21, 2018, the IRS released Notice 2018-68 providing its initial guidance on the Tax Cuts and Jobs Act (Act) transition rule for changes under 162(m). Before the Act, 162(m) limited a public company’s tax deduction...more
This week, the First Circuit weighed in on a hot topic – the enforceability of arbitration provisions in online contracts. ...more
Seyfarth Synopsis: In some early spring cleaning, last week the NLRB’s Office of General Counsel released 43 memos authored by its Division of Advice meant to provide guidance to regional offices on pending charges. Here are...more
In a Rule 1:28 decision applying New Hampshire law, the Appeals Court affirmed the entry of summary judgment dismissing a doctor’s suit accusing her professional liability insurer of improper settlement of a claim without her...more
Brexit raises critical issues regarding the future transfer of personal data outside of the EU, not least as to the role of the UK Data Protection Authority, the Information Commissioner’s Office (“ICO”), and as to its...more
The Second Circuit has found that Spencer Meyer, a customer of Uber, was provided “reasonably conspicuous” notice of Uber’s Terms of Service to which he “unambiguously manifested assent” when he created an Uber account, such...more
Certain contracts must be in writing and signed. Among them are contracts for the sale of real estate, contracts for the sale of goods for a price in excess of $500, and contracts to “answer for the debt of another,” such as...more