PODCAST: Williams Mullen's Trending Now: An IP Podcast - AI Considerations in M&A Transactions and Contract Drafting
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
California law has changed. The change now makes it easier for California litigants to sue their opponents for fraudulently breaching a contract. Lawyers who negotiate and draft agreements subject to California law should...more
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more
When two companies negotiate a subcontract in support of a federal government prime contract ("federal subcontract"), they may include provisions capping their liability to each other at specific amounts. In structuring such...more
English courts will seek to determine the objective meaning of a contractual provision when a dispute as to its interpretation arises. The starting point is the ordinary meaning of the words in the agreement but as and when...more
A 4-foot tall, bronze girl defiantly stands with her hands on her hips and chin held high. Better known as Fearless Girl, the statue was intended to promote the power of women in leadership. The statue has come also to...more
Contracting parties build liquidated damages provisions into their agreements in a variety of contexts. These provisions unquestionably can serve useful and legitimate functions including controlling risk exposure and...more
Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more
This article discusses termination provisions parties should consider when they enter into a contract, the contract termination process, and when parties should consider post-termination obligations....more
Town of New Milford v. Std. Demolition Srvcs., Inc., 212 Conn. App. 30 (2022) - The case involved cleanup and environmental remediation of a vacant factory contaminated with polychlorinated biphenyls and asbestos. The...more
A sole and exclusive remedy clause allows parties to a contract to choose specific remedies and relief available under the terms of the agreement. Essentially, exclusive remedy provisions restrict a party's available remedies...more
Contractual engagements inevitably beget legal disputes. Even the best agreement is no guarantee the engagement will succeed. Accordingly, one of the most important provisions in any commercial agreement is the provision that...more
The ongoing conflict in Ukraine has had a significant impact on commercial activity for many organizations on a local and international scale. Organizations with commercial operations in the region (both Ukraine and Russia)...more
Too often, contract rights bargained and paid for in negotiations are eroded during governance. This podcast describes seven tips for governing service provider relationships in ways that leverage or strengthen contract...more
In Castle Restoration & Constr., Inc. v Castle Restoration, LLC, Suffolk County Commercial Division Justice Elizabeth H. Emerson refused to enforce an oral agreement that allegedly modified a prior written agreement between...more
A federal court in Virginia denied tax franchisor, Liberty Tax’s, motion to dismiss complaints by two of its area developers (“ADs”). The ADs claimed Liberty Tax breached their contract for wrongfully terminating, failing to...more
In Sutter Hill Management Corporation v. Mpire Capital Corporation (Sutter), the British Columbia Court of Appeal found that the acquiror of an Abbotsford, B.C. care home had breached the purchase and sale agreement by...more
Should a buyer be allowed to walk away from an acquisition if an extraordinary event occurs between signing and closing that forces the target company to take emergency remedial measures outside its ordinary course, even if...more
Hospices’ unique regulatory and business environment impacts how they contract with and relate to other private entities. In this episode, Husch Blackwell’s Meg Pekarske, Bryan Nowicki and Jake Harris discuss the many kinds...more
The ruling of the Delaware Court of Chancery in Yatra Online v. Ebix highlights the need for M&A practitioners to exercise care when drafting termination and remedies provisions in merger agreements and other contracts and to...more
Once a month, we cover an interesting topic in 60 seconds. This month, International Disputes Partner Thomas G. Allen shares his thoughts on the current supply chain crisis....more
In some contracts, a party must meet its obligations by a certain date or forfeit its rights, and some of those contracts also include a “time is of the essence” clause. As most practitioners know, coupling a date for...more
Since the passage of the Georgia Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.) in May 2011, there has been some level of uncertainty regarding the extent to which a court may “blue pencil” or modify an otherwise...more
Although seemingly commonplace, nondisclosure agreements have been subject to increasing litigation in recent years. Businesses often default to using boilerplate NDAs without careful consideration of the specific...more
In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are...more
After deciding on the basic corporate or contractual structure, the company should decide how best to strategically divide the manufacturing process. In the outsourced manufacturing context, the best process involves not only...more