OK at Work: Navigating Customer Terms and Usage
7 Key Takeaways | Ethics in Construction Contract Negotiations and Claims
What Does "Cash Free / Debt Free" Mean?
What's Important to Get Right in the Term Sheet?
What's the Timeline for a Sale Process?
The Labor Law Insider - Collective Bargaining: Ins and Outs, Nuts and Bolts, Part I
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
The SaaS Tacks – The Ins and Outs of Negotiating SaaS Contracts
DE Under 3: FAR Council Issued Final Rule Requiring Unionized Workforces on Large Federal Construction Projects
Termination for Convenience How to Prepare Your Settlement Proposal
Additional Compensation from the Government: A Brief Comparison of REAs and Claims
Sign on the Dotted Line: Negotiating an Effective Employment Agreement
Insurance Renewals: Know When to Hold ‘ Em, Know When to Walk Away
Healthcare Employment Contracts: Important Considerations Before Signing on the Dotted Line
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Top 20 Negotiation Tips: #8 and #9
Beyond Regulations: Hospice Business Contracts and Contract Disputes
Top 20 Negotiation Tips: 6 and 7
Strategic Restructuring for the Future - Think Before You Sign: Five Key Insights for VBID and Managed Care Contracts
10 Minutes for Small Firms and Nonprofits to Better Manage Contracts
If you are involved in a dispute concerning a written, but unsigned, commercial or business contract, do not assume that the lack of signatures makes the agreement unenforceable....more
Federal contracts famously include a clause permitting the government to terminate the agreement for the government's own "convenience"—even if the contractor did not default on its performance obligations. Aware of this...more
Want to learn more about drafting, negotiating, and understanding intellectual property and technology contracts and have 10 minutes to spare? Grab your morning coffee or afternoon tea and dig into our Tech Contract Quick...more
Nearly every government contract has a clause that allows the government to terminate the contract, or a portion of the contract, for convenience (i.e., when the government has determined that it no longer needs the goods or...more
In Rahman v Cannon Design Architecture Inc., the Ontario Superior Court of Justice upheld termination provisions that appeared to be in violation of the minimum standards prescribed by the Employment Standards Act, 2000...more
The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more
The pandemic has put many contractual relationships under immense pressure. We explored in our last Business as (un)usual article some of the problems which contracting parties may have inadvertently created for themselves...more
We’ve all taken a few steps forward, professionally, in terms of doing more with less as a result of the COVID-19 pandemic. Work travel? Zoom. Physical office? Home. Commute?...more
Once a month, we cover an interesting topic with a short video. This month, Associate Sarah Beth Barnes discusses due diligence considerations related to COVID-19....more
Agenda: - Common issues in transactional contracts that open up opportunities for litigation - How aggressive companies are taking deal money back...more
We’re excited to introduce Navigating, a new webcast series created to assist clients and friends of the firm in navigating the new normal – whether that be navigating through pandemic-related issues, new industry dynamics,...more
Uncertainty continues to loom over the M&A market as organizations that were actively involved in transactions before the COVID-19 pandemic assess risks stemming from reduced valuations, condensed financing options, the...more
News outlets have been replete with stories lately about sports stars, high- level executives and in-house counsel foregoing salaries or taking pay cuts in light of the economic hardships wrought by the coronavirus pandemic. ...more
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
As employers everywhere grapple with the COVID-19 crisis and its impact upon their employees and operations, questions have arisen regarding union contracts that expire on or about March 31, 2020. Although every labor...more
During this webinar, attorneys Doug Currier and Scott Connolly discussed best practices for putting in place effective executive employment agreements, including inbound agreements and separation agreements. Topics discussed...more
2018’s landmark decision Akorn, Inc. v. Fresenius Kabi AG marked the first time that the Chancery Court upheld a buyer’s use of a Material Adverse Effect (MAE) clause to terminate a merger agreement. However, the Court’s...more
The Delaware Court of Chancery’s recent decision, Genuine Parts Company v. Essendant Inc., provides a helpful reminder that Delaware courts will enforce the clear and unambiguous terms of a merger agreement, and will consider...more
Agricultural producers are often asked to enter into written contracts. Those contracts can cover a wide range of issues including buying equipment, leasing property and selling products. Although the subject matter varies...more
On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more
On October 1, in Akorn v. Fresenius Kabi, the Delaware Court of Chancery for the first time found that a material adverse effect — or MAE — had occurred in a merger transaction, which, combined with other breaches of the...more
In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Chancery Court held that Fresenius, a German pharmaceutical company, was justified in invoking a “material adverse event” (MAE) clause to terminate its $4.8 billion merger...more
A Delaware Chancery Court has allowed a buyer to cancel a deal based on a material adverse effect. The decision is believed to be the first of its kind in Delaware. In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court...more
Akorn, Inc., v. Fresenius Kabi AG et al will undoubtedly become known as the first case where a Delaware court found a material adverse effect, or MAC (often referred to as a material adverse effect, or MAE), to exist....more