News & Analysis as of

Breach of Contract › Subsidiaries

Latham & Watkins LLP

All’s Well That Ends Well for Keepwell Providers?

Latham & Watkins LLP on

No loss to issuers puts note trustees in the spotlight. The Hong Kong Court of Final Appeal (CFA) has overturned the Court of Appeal’s order that Peking University Founder Group Company Limited (PUFG), as the keepwell...more

Farrell Fritz, P.C.

Stop Blaming the Parents! – The Scope of Parental Liability for a Subsidiary’s Contract

Farrell Fritz, P.C. on

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

Morris James LLP

Chancery Finds Non-Compete Unenforceable by Subsidiaries Unless Identified in Agreement

Morris James LLP on

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

Goodwin

Litigation Insights - July 2021

Goodwin on

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&O Shearman

Claim against parent company in tort for inducing breach of contract by subsidiary has no real prospect of success

A&O Shearman on

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

Snell & Wilmer

Delaware Court of Chancery: Deadlock Can be Genuine Even When Unilaterally Orchestrated

Snell & Wilmer on

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

A&O Shearman

Inducing a subsidiary’s breach of contract: Parental Misguidance

A&O Shearman on

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

Jackson Walker

Fifth Circuit Gets Out of the Implied Findings Business

Jackson Walker on

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

Patton Sullivan Brodehl LLP

“Reverse Triangular Merger” Doesn’t Transfer Title to Entity’s Real Property

Patton Sullivan Brodehl LLP on

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

Tucker Arensberg, P.C.

Commonwealth Court Dismisses Pennsylvania Attorney General’s Lawsuit against Golden Living

Tucker Arensberg, P.C. on

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

McDermott Will & Emery

Patent Infringement Claim Exempts Related Counterclaims from Mandatory Arbitration

McDermott Will & Emery on

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

Morris James LLP

Court Of Chancery Calculates The Length Of An Injunction Against Unfair Competition

Morris James LLP on

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

McDermott Will & Emery

Ruling on UK Executive’s Lawsuit Involving U.S.-Based Stock Option Plan

McDermott Will & Emery on

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

Proskauer - Corporate Defense and Disputes

Delaware Supreme Court Holds Tooley Direct vs. Derivative Rule Is No Bar to Parent Corporation’s Contract Claim

Proskauer - Corporate Defense and Disputes on

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

Cadwalader, Wickersham & Taft LLP

Delaware Court Allows Claims For Breach Of Implied Good Faith Covenant In Earn-Out Case

Cadwalader, Wickersham & Taft LLP on

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

15 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up Log in
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide