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Contract Drafting

Continuous Operations Clauses: Can Landlords Force Tenants to Remain in Business?

by Miles & Stockbridge P.C. on

Amid the uncertainty plaguing brick and mortar retail establishments, some commercial landlords may find themselves with an extra tool in their arsenals to temporarily stave off tenant vacancies: continuous operations...more

In Case You Missed It: Launch Links - December, 2017 #4

by WilmerHale on

Some interesting links we found across the web this week: First Positioning is as Important to Your Startup as First Impressions are to Your Career - Pivots are common and dexterity is a must, but first positioning for...more

Fiduciary Duties of “Ordinary” People

by Burns & Levinson LLP on

In a recent blog post, I discussed how all-encompassing a fiduciary duty can be and how in-house counsel in closely held businesses might want to advise insiders about measures that could curb or even eliminate some of those...more

[Webinar] GovBizConnect Webinar Series: Teaming for Today Part ll - What’s Your Type? How to Know Whether Teaming, JVs, or a...

What’s Your Type? How to Know Whether Teaming, JVs, or a Mentor Protégé Relationship is Right for YOU - There are a number of different ways to form small business partnerships. Many contractors confuse teaming, joint...more

2018 Employment Handbook Review: 8 Key Policy Updates

by Winstead PC on

With the start of the new year right around the corner, it is the perfect time for employers to dust off their employee handbooks and consult with counsel on policy updates. Many policies remain the same year after year....more

Amending finance documents without losing your guarantee – best practice

by Dentons on

Amending guaranteed obligations without killing the guarantee is tricky. The notorious decision in Triodos v. Dobbs [2005] All ER 364 (and related cases) often makes it unwise just to rely on the excellent and meticulous...more

Representing Celebrities or Not, Lawyers Should Consider These Issues of Confidential Settlements

by Dentons on

Confidentiality clauses—discussed in news reports of recent celebrity sex harassment scandals—have become a standard provision for parties entering settlement agreements. Attorneys routinely advise clients on the pros and...more

Eliminating Fiduciary Duties in a Closely Held Business

by Burns & Levinson LLP on

Longstanding Massachusetts law holds that officers, directors, partners, and even equity holders in closely held corporations owe their respective entities and related equity holders a fiduciary duty to act with the utmost...more

Contract Corner: Assignment and Delegation

by Morgan Lewis on

An assignment and delegation provision is the clause that specifies a party’s ability to assign its rights or delegate its duties under an agreement. It is a provision that is often placed in the “miscellaneous” or “general”...more

Is A Non-Compete Agreement In Connection With The Purchase And Sale Of A Family-Owned Business Enforceable?

by Murtha Cullina on

In connection with the purchase of a family-owned business, the buyer may seek a non-compete agreement from the selling owners and certain family member employees. Such agreements are intended to protect the buyer from a...more

2018 NDAA Analysis: New Mandate to Use Private Accounting Firms to Audit Incurred Cost Submissions

by Holland & Knight LLP on

This is the fourth blog post in a series of blogs analyzing the current draft of the 2018 National Defense Authorization Act (NDAA) as agreed-to by House and Senate negotiators on November 8, 2017. Stay tuned for additional...more

C-Suite Employment Contract Clauses Companies and their Boards Must Consider in the Wake of Weinstein

by Bowditch & Dewey on

The Harvey Weinstein scandal has struck a nerve in American society and empowered individuals to speak out about sexual harassment and retaliation in the workplace. The nation appears to be at a tipping point, with...more

Trap for the Unwary: How A Manufacturer Can Assure Itself That New York Law Will Apply To Its Contracts

We review a lot of manufacturing contracts for our clients. As most people know, there are often clauses that dictate what law will apply if there is a dispute (a.k.a. “choice of law” clauses) and where that dispute will be...more

[Webinar] Best Practices for Employers When Dealing With Issues Relating to Employment Agreements with Restrictive...

by Conn Maciel Carey LLP on

Many companies frequently use non-compete and non-solicit clauses in their employment agreements. However, there are several important legal issues to consider before drafting and executing these agreements. When an employee...more

Dealing on Written Standard Terms of Business—Guidance from the English Court of Appeal

The English Court of Appeal considers whether the use of model form agreements could constitute dealing “on written standard terms of business” The decision will give comfort to lenders who use precedents or model form...more

Bound by your bargain

by Dentons on

During April 2015, the Court of Appeals (Civil Division) delivered its judgment in MT Hojgaard A/S v. E.ON Climate and Renewables UK Robin Rigg East Limited [2015] EWCA Civ 407....more

Courts Will Not Sever Defective Termination Provisions

by Bennett Jones LLP on

North v Metaswitch Networks Corporation, 2017 ONCA 790 [Metaswitch] is the latest in a series of employee-friendly appellate level decisions where a contractual termination provision is not enforced. The Ontario Court of...more

Can “And” Be A Disjunctive Conjunction?

by Allen Matkins on

Yesterday, I wrote about New York Judge Marcy Friedman’s opinion in Special Situations Fund III QP, L.P. v Overland Storage, Inc., 2017 N.Y. Misc. LEXIS 3878, 2017 NY Slip Op 32125 (Oct. 10, 2017). The case involved a...more

Drafting Maryland Liability Releases

by Pessin Katz Law, P.A. on

The drafting of liability releases has always been complicated and recent legal developments in Maryland have made such drafting even more complicated. Some non-exhaustive things to think about when drafting liability...more

Consider Whether the Promise of a Bird in the Hand is Better Than Two in the Bush

When drafting settlement agreements, most lawyers give due attention to the scope of any release clause. And for good reason: for defendants, the extent to which the release protects against future litigation is critical, and...more

Litigating Indemnities and Reps and Warranties: What You Thought You Negotiated May Mean Something Else

by Bryan Cave on

Many of us have unfortunately experienced the perils and pitfalls that follow when imprecise terms and definitions appear in deal documents. The risks of imprecision are especially acute in the area of indemnities,...more

Practice Pointers on Choosing Standards: “Commercially Reasonable Efforts,” “Best Efforts” and Similar Standards

by Morrison & Foerster LLP on

Background - Contracting parties frequently use terms such as “commercially reasonable efforts,” “reasonable efforts,” “best efforts” or similar standards when describing their expectations regarding the performance of a...more

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

by Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

The Dialogue: About Firing Employees and Negotiating Severance Agreements

by Shipman & Goodwin LLP on

The Dialogue – an occasional discussion between myself and a prominent employee-side attorney, Nina Pirrotti returns today after a late summer hiatus. Today’s chat focuses on employee separations and severance agreements. ...more

Global Private Equity Newsletter - Fall 2017 Edition: Recent Developments in Acquisition Finance

by Dechert LLP on

A delicate balance has evolved over time in leveraged acquisitions with respect to the nature of the contractual relationship between a target and its owners, on the one hand, and the debt financing sources of the buyer, on...more

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