News & Analysis as of

Contract Termination Contract Terms Contract Negotiations

Sands Anderson PC

The Contract Isn’t Signed! What Now?

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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

Venable LLP

"The Government's Just Not That into You" - Can a Prime Contractor Terminate Its Subcontractor Just Because Someone in the...

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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

Venable LLP

Intellectual Property Licensing: Overview and Negotiation Points

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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

PilieroMazza PLLC

Termination for Convenience How to Prepare Your Settlement Proposal

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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

PilieroMazza PLLC

[Webinar] Termination for Convenience: How to Prepare Your Settlement Proposal - December 15th, 2:00 pm ET

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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

Ogletree, Deakins, Nash, Smoak & Stewart,...

Ontario Superior Court of Justice Refuses to Apply Waksdale for Negotiated Employment Agreement

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

Goodwin

Survival Guide to Structuring Life Sciences Partnering and M+A Agreements

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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

BCLP

Key trends in contractual negotiations

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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

Womble Bond Dickinson

Post-COVID Needs: Less Space, Less Cost, Less Lease

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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

Kilpatrick

Monthly Minute | Due Diligence Considerations Related to COVID-19

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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

Troutman Pepper Locke

[Webinar] Locke Lord’s High Noon Knowledge Series Webinar – Commercial Contract Pitfalls - June 4th, 12:00 pm - 1:00 pm CT

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Agenda: - Common issues in transactional contracts that open up opportunities for litigation - How aggressive companies are taking deal money back...more

Vinson & Elkins LLP

[Webinar] Navigating Heightened Contractual Risk in an Economic Downturn - May 28th, 12:00 pm - 1:00 pm CT

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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

McDermott Will & Emery

[Webinar] Preparing for Litigation Resulting from a COVID-Related Busted Deal - May 8th, 12:00 pm - 1:00 pm EST

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

Bilzin Sumberg

How To Handle No-Cut Employment Contracts In Hard Times

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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

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

Ogletree, Deakins, Nash, Smoak & Stewart,...

Contract Negotiations in the Midst of the COVID-19 Pandemic: What if Your Union Contract Expires on March 31, 2020?

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

Verrill

Executive Decisions – Putting in Place Effective Employment Agreements for Company Executives

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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

Dorsey & Whitney LLP

Channel Reinforces that Akorn is the Ceiling not the Floor for MAE Terminations

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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

Cadwalader, Wickersham & Taft LLP

The Delaware Court of Chancery Enforces Clear and Unambiguous Terms of Merger Agreement in Finding Termination Fee Provision Did...

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

Ruder Ware

Review Business Contract Carefully

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Affirms Akorn

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

Fenwick & West LLP

Akorn v. Fresenius: Important Practical Lessons from First-Ever Material Adverse Effect

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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

Dorsey & Whitney LLP

MAE is MIA No Longer: Delaware Court Upholds Use of “Material Adverse Event” Clause for the First Time

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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

Foley & Lardner LLP

Akorn v. Fresnius Kabi: Delaware Court Provides Guidance on What Constitutes a Material Adverse Event

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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

Stinson - Corporate & Securities Law Blog

Chancery Describes Commercially Reasonable Efforts

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

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