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Private Equity and Delaware Law – Part Two
3 Key Takeaways | Drafting & Navigating Dispute Resolution Clauses
Private Equity and Delaware Law – Part One
Cyberside Chats: There is a war in Europe. What does that mean for your cyber insurance policy?
Beyond Regulations: Hospice Business Contracts and Contract Disputes
Structuring DSO/MSO Healthcare Ventures and Practice Acquisitions
Monthly Minute | Global Supply Chain Issues
Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Expert and Author Paul Hood
Risk Prevention Strategies: Ownership of Employee-Developed Inventions and Intellectual Property
Noncompete Agreements - Traps for the Unwary: Part 1
Roadmap to Joint Venture Agreements: Legal and Accounting Considerations
Government Contracting Phase One: Transitioning From Commercial to Government Work
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Monthly Minute | Due Diligence Considerations Related to COVID-19
MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series
Jones Day Presents: What is Smart Code and How Does it Relate to Smart Contracts?
Tax Provisions in Business Acquisition Agreements
How Can I Develop a Neutral Approach When Entering Into A Deal?
FCPA Compliance and Ethics Report-Episode 125, The Oscars and Compliance, Part II with Jay Rosen
While I can’t remember anything specific from my 1-L Contracts class, I’m sure that is where I first was exposed to the concept that an integration clause could prevent a party to a written contract from claiming that other...more
It was important, and still is. If you’ve heard it once, you’ve heard it a thousand times – the general terms at the end of an agreement being referred to as “boilerplate” provisions, a phrase that misleadingly suggests...more
As a startup, one of the most exciting moments in your company’s growth is receiving a proposal from a large strategic or market player who wants to engage in a technical interchange in support of a potential business...more
In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and...more
Limited liability companies (LLCs) are famously referred to as “creatures of contract”, whereas the governance of a corporation is comparatively fixed by statute. When forming an LLC, the members have broad discretion to...more
The other day I had a client ask me to review some form documents that another party wanted to use in connection with the client’s website. The basis of the request was that he thought I had prepared, or at least reviewed,...more
When drafting executive agreements, it is easy to focus almost exclusively on benefits and wages, the popular areas, without properly addressing some of the legal concerns that have grown over the last several years. Areas...more
What is a Contract Amendment and Why Have an Amendments Clause? A contract amendment is a change in a contract after it has been signed. Amending a contract is similar to taking a bow in for rehairing. When a bow is...more
Preparing contracts can be like using the music for a performance. Like musicians are expected to perform from memory even when it does not serve them well, contracts include boilerplate language which does not add to the...more
It has been almost half of a century since I first picked up a violin. I took private lessons for 15 years, attended music camps and festivals in the summers, and obtained a degree in violin performance. Yet, I recently...more
Recitals are important to musicians. Most people who have played a musical instrument have played in a recital. Many proud parents and grandparents may have sat through dozens of lengthy recitals to see a child perform for...more
Concertgoers typically receive a program as they enter the concert hall. Frequently, orchestras include several concerts in a single printed program, so the programs are small booklets, rather than just a couple of sheets of...more
On the penultimate day of the current session, the California legislature passed SB 179 (Atkins & Wiener). If signed into law by Governor Brown, this bill would enact the California Gender Recognition Act. In general, SB...more
No one would knowingly pay little heed to such a potentially treacherous condition, yet every day in contract negotiation parties devote the vast majority of their efforts to the business terms, while glossing over the...more
Boilerplate refers to the legal clauses of general application typically found at the very front and very end of complex agreements (or the flip side of printed forms, or the “click-through” screens of online forms). This...more
Clients often ask whether all those “boilerplate” clauses at the end of a commercial contract are really necessary, and if so, why can’t they just be copied and pasted from earlier agreements. This article will focus on just...more
We are pleased to introduce the inaugural issue of Goodwin Procter’s Business Litigation Reporter. This unique publication provides timely summaries of key cases and other developments within dedicated Business Litigation...more