News & Analysis as of

Contract Drafting

Court Issues New Test For Determining Whether An Offshore Oilfield Services Contract Constitutes A Maritime Contract

by King & Spalding on

Maritime laws developed for the blue-water shipping industry have always been an imperfect fit for the offshore oil and gas industry. While both industries face the perils of the sea, what constitutes a vessel and who does a...more

Ironically, a General Release Needs to Be Specific to Apply to Wage Act Claims

by Burns & Levinson LLP on

Often, when settling a dispute, I include a general release that goes something like this...more

Use of the Blockchain to Contract Digitally

Smart contracts are self-executing agreements written in code on the blockchain. Parties contract digitally using distributed ledger technology. This article offers a layperson’s, non-technical summary of the underlying...more

Careful Drafting Required: Restrictions on Employee Solicitation Subject to Wisconsin Non-Compete Law

Many employers want to prevent their trusted employees from leaving the company and poaching their employees. In Manitowoc Company, Inc. v. Lanning, No. 2015AP1530 (January 19, 2018), the Supreme Court of Wisconsin examined a...more

[Webinar] GovBizConnect Webinar Series: Teaming for Today Part lll - Sealing the Deal: How to Draft Enforceable and Compliant...

Now that you know what type of partnership is right for you, what comes next? While many contractors know about teaming and joint ventures, not as many fully understand the necessary requirements to draft enforceable and...more

Protecting against foreseen risks - is a boilerplate indemnity clause sufficient? - Analysing the “General Indemnity” clause in...

by Dentons on

When entering into a contract, parties are increasingly relying on indemnity clauses to allocate risks that may arise. However, generic or boilerplate indemnity clauses, which are not tailored to the relevant situation, may...more

Can Emails Establish an Easement in Texas?

by Gray Reed & McGraw on

Email is the way we communicate these days. Whether emails create a contract is important if you’re thinking nothing short of a dead tree could ever bind anybody or, to the contrary, your goal is to establish an enforceable...more

Non-competes for Existing Employees May Require Additional Consideration

by Foley & Lardner LLP on

It is not uncommon for employers to ask existing employees to sign non-compete agreements. For example, new management may want to tighten up a company’s protections. Or, changes in the business may make the need for employee...more

2017 Half-year in review - M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English and European court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical...more

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

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