News & Analysis as of

Contract Negotiations Contract Drafting Breach of Contract

Holland & Knight LLP

Commercial Parties, Transactional Lawyers and Litigators Beware: California Law Has Changed

Holland & Knight LLP on

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

Winstead PC

Key Considerations in Review of NDAs as a Buyer

Winstead PC on

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

Whitman Legal Solutions, LLC

How Contracts End – Planning for Contract Termination and Beyond

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

Morgan Lewis - Tech & Sourcing

Sole and Exclusive Remedy Provisions

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

Mayer Brown

Governing Service Provider Relationships: Seven Legal Tips for Strengthening and Leveraging Contract Rights

Mayer Brown on

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

Husch Blackwell LLP

Beyond Regulations: Hospice Business Contracts and Contract Disputes

Husch Blackwell LLP on

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

Burns & Levinson LLP

Get Formal Extensions When You Have a “Time is of the Essence” Clause

Burns & Levinson LLP on

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

Kidon IP

Outsourced Manufacturing and Trade Secrets: Manufacturing Process & Personnel (Part 7)

Kidon IP on

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

McDermott Will & Emery

[Webinar] Entering, Performing and Avoiding Contracts During a Pandemic Like COVID-19 - April 13th, 12:00 pm - 1:00 pm EDT

Organizations of all sizes are entering, performing and sometimes seeking to avoid contract obligations in connection with the COVID-19 pandemic. This webinar will provide an overview of the potential impact that COVID-19 has...more

Kramer Levin Naftalis & Frankel LLP

Delaware Confirms the High Threshold for Material Adverse Effect Claims and Interprets ‘Commercially Reasonable Efforts’

A year after Akorn v. Fresenius (Akorn case), the first Delaware case holding that a party was entitled to terminate a merger agreement based on a material adverse effect (MAE), the Delaware Court of Chancery, in Channel...more

Troutman Pepper

District Court in Wisconsin Finds That Counteroffer and Repeated Negotiations Concerning a Construction Contract Do Not Create...

Troutman Pepper on

Skyrise Construction Group, LLC v. Annex Construction, LLC, 2019 BL 55071 (E.D. Wis. Feb. 20, 2019) - Subcontractor Skyrise Construction, Inc. (“Skyrise”) sued general contractor Annex Construction, Inc. (“Annex”) for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Analyzing Akorn: Delaware’s First M&A Termination Under Material Adverse Effect

On October 1, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a 246-page post-trial opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that denied the seller’s (Akorn) request...more

Pillsbury Winthrop Shaw Pittman LLP

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

Miles & Stockbridge P.C.

Merger and Purchase Agreements Governed by Maryland Law: "Sandbagging"

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

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