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Business Litigation Purchase Agreement

Butler Snow LLP

Contractual Waivers of Punitive Damages are Enforceable Under Mississippi Law (at Least Sometimes)

Butler Snow LLP on

In 4-Way Electric Services, LLC v. Huntcole, LLC, __ So.3d __, 2023 WL 4114332 (Miss. June 22, 2023), the Mississippi Supreme Court considered a dispute between the sellers and buyer of a business that refurbishes electric...more

Sheppard Mullin Richter & Hampton LLP

Buyer Beware: Tenth Circuit Issues Decision Emphasizing Critical Need for Employment Diligence

A recent decision from the Tenth Circuit Court of Appeals highlights some of the pitfalls of entering into commercial transactions without conducting thorough employment diligence – even in the asset purchase context....more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Shines Spotlight on Boilerplate Purchase Agreement Provisions

\This December, the Delaware Supreme Court penned two decisions that shined the spotlight on purchase agreement provisions that are often afterthoughts in negotiations. In Golden Rule Financial Corporation v. Shareholder...more

Farrell Fritz, P.C.

When Faced with Questions of Arbitrability, the Suffolk County Commercial Division Passes the Ball to the Arbitrator

Farrell Fritz, P.C. on

In a recent Commercial Division case, Justice Elizabeth H. Emerson was asked to determine whether certain parties were bound by an arbitration clause and whether that arbitration clause applied to a particular controversy—two...more

Patton Sullivan Brodehl LLP

A Dissolved LLC Can Still Recover Attorney Fees

An LLC Jungle post from last year addressed the issue of whether derivative claims can be pursued for a dissolved LLC.  See: Can Derivative Claims be Pursued for a Dissolved or Cancelled LLC?  The short answer is “yes.”...more

Allen Matkins

Theories Of Successor Liability When Incorporating An Existing Business

Allen Matkins on

How Do I Hold You Liable?  Let Me Count The Ways . . . When the owner(s) incorporate an existing business, the corporation is not necessarily a tabula rasa with respect to the creditors of the business being...more

Farrell Fritz, P.C.

Re-Revisiting The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations

Farrell Fritz, P.C. on

Three weeks ago, I wrote about the Bak v Rostek case in Brooklyn Supreme Court addressing the duty to disclose third-party offers amidst buy-out negotiations between co-owners. ...more

Farrell Fritz, P.C.

Plaintiffs Cannot Rely on the Doctrine of Anticipatory Repudiation As Plaintiffs Are Already in Material Breach of the Contract

Farrell Fritz, P.C. on

A life lesson you likely heard growing up applies to contracts: take a hard look at yourself before criticizing others. By the same token, a party who is in material breach of a contract cannot succeed on a claim alleging an...more

Farrell Fritz, P.C.

Court Finds Buyer Not Liable for Seller Under Successor Liability Theory

Farrell Fritz, P.C. on

When buying a business, purchasers must take into consideration the possibility of “successor liability” – that is, the buyer’s assumption of the seller’s liabilities and prior conduct upon purchasing a corporation....more

Farrell Fritz, P.C.

Want to File Under Seal? Here’s the Deal

Farrell Fritz, P.C. on

To the uninitiated litigant, filing documents containing private, potentially embarrassing information under seal might seem like it should be easy and straightforward, especially if the opposing party has agreed to treat the...more

Polsinelli

Missouri Appellate Court Explores Legal Remedies after Failed Business Purchase, Joins the Trend of State Court Exploring the...

Polsinelli on

A recent court case from Missouri’s Eastern District Court of Appeals provides insight on the intersection of declaratory judgments, legal damages, and equitable relief, particularly in disputes over complicated business...more

Polsinelli

Minimizing the Risk of Litigation: Acquisitions

Polsinelli on

In an acquisition, part of a buyer’s goal is to make as informed a decision as possible and to close the deal efficiently and inexpensively. Costly, post-acquisition litigation is the last thing any party to a transaction...more

Patterson Belknap Webb & Tyler LLP

Leaving the Contractual Term “Voting Power” Undefined Could Be Risky Business

What does the contractual term “voting power” mean? Does it refer only to the power to elect corporate directors, or does it refer to the power to vote on any fundamental matter of corporate governance? Is voting power an...more

Morris James LLP

Court Of Chancery Gives Definitive Explanation On Advancement Procedures

Morris James LLP on

Once the right to have fees advanced has been determined, the tricky issue is how to decide if the actual fees requested fall within the scope of the advancement rights. The Court of Chancery has adopted what is known as the...more

Morris James LLP

Court Of Chancery Addresses Who Is To Do Post-Closing Adjustments

Morris James LLP on

Many contracts for the sale of a company have a provision addressing how the parties should resolve disagreements concerning post-closing adjustments to the sale price. Exactly who is to resolve those disputes (be it an...more

Morris James LLP

Superior Court Limits Contractual Indemnification To Third Party Claims

Morris James LLP on

This decision holds that a general obligation to indemnify another party to a contract applies only to claims filed by a third party and not to claims between the parties to the contract itself. Hence, if you want to cover...more

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