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Business Disputes Contract Negotiations

Stikeman Elliott LLP

Recent Québec Court of Appeal Decision Highlights the Importance of Clear Drafting for Earnouts

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Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often become less so as time passes,...more

Smith Anderson

In a Win for Business, North Carolina Supreme Court Raises the Bar for Negligent Misrepresentation Claims

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Plaintiffs frequently tack on negligent misrepresentation claims to ordinary business disputes. A negligent misrepresentation claim alleges that one party carelessly supplied incorrect or incomplete information on which the...more

Barnea Jaffa Lande & Co.

What Is and Isn’t Permissible When Startup Founders Split

The Tel Aviv District Court (Economic Department) recently ruled that a partner in a startup breached his obligations as an officer in the company, as well as other obligations toward his former partner in that company. The...more

Payne & Fears

Going Rogue: Navigating a Business Through Fraud or Unethical Conduct by a Co-Owner

Payne & Fears on

Part Two of a Series - Payne & Fears’ Business Litigation Group helps businesses and their owners with wide-ranging disputes. In our practice, we’ve noticed that in disputes among business partners there are common issues...more

Gray Reed

The Pandemic is not a MAE; Is the Ordinary Course Covenant the New MAE?

Gray Reed on

Recent Delaware cases appear to make two things clear. First, it remains extremely unlikely that a court will find an event or occurrence to fall within the general provisions of a Material Adverse Effect condition and as a...more

Hogan Lovells

Coronavirus as a contractual force majeure event: A simple checklist

Hogan Lovells on

Email overload on whether the new coronavirus, COVID-19, triggers a force majeure clause? Whether you're considering a claim, worried about receiving one or busy drafting following the outbreak, here's our 10-point,...more

Gray Reed

“No Obligation” Clause Dooms Oil and Gas Asset Bid

Gray Reed on

In Chalker Energy Partners III LLC v. LeNorman Operating LLC, the Texas Supreme Court reaffirmed its belief in the sanctity of the written contract and the freedom of parties to negotiate and agree to contracts as they...more

Gray Reed

Texas Supreme Court Says Don’t Mess With a Written Contract

Gray Reed on

It is no surprise to Texas Supreme Court watchers that in Energy Transfer Partners et al v. Enterprise Products Partners LP et al. the court rejected claims that the parties had created a partnership by actions that varied...more

Skadden, Arps, Slate, Meagher & Flom LLP

Texas High Court Lays Partnership Formation Questions to Rest

On Friday, January 31, 2020, the Supreme Court of Texas clarified the law of partnership formation in the closely watched case of Energy Transfer Partners, L.P. et al. v. Enterprise Products Partners, L.P. et al. The case...more

Seyfarth Shaw LLP

Massachusetts’ High Court Pumps the Brakes on Equitable Tolling of Restrictive Covenant

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For the first time in 15 years, the Supreme Judicial Court (“SJC”), Massachusetts’ highest court, issued a decision analyzing the enforceability of non-solicitation covenants, the distinction between such covenants in the...more

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