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Contract Terms

Mayer Brown

Hong Kong Court Clarifies the Application of Implied Terms in Employment Contracts

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The recent case of Yang Zhizhong v. Nomura International (Hong Kong) Limited helpfully clarifies the applicability of Implied Term of Trust and Confidence, the Braganza duty and the Anti-avoidance Term in the context of...more

Kohrman Jackson & Krantz LLP

Child Support in Ohio: What Are the Special Circumstances Which May Impact the Child Support Calculation? Part 3

What is Child Support, and How Much Can I Expect to Pay or Receive? One of the most common questions posed by parents of minor children who are separated – or who are about to separate – is: what is child support and how...more

Mandelbaum Barrett PC

Mastering Contract Law for Business Success

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Contracts are essential for any successful business relationship as they set the terms, expectations, and obligations for everyone involved. When everyone is on the same page, your business runs smoothly. Research conducted...more

Cimplifi

Unlocking the Value of Your Contract Data

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By effectively extracting data from contracts, organizations can gain valuable insights into their legal and financial obligations, opportunities for negotiation, and areas of risk, thereby making informed decisions that...more

Dickinson Wright

Commercial Lease Modifications: Why Oral Agreements Don’t Hold Up in Court

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Most people likely understand the risks of trying to rely on an oral agreement to vary the terms of a commercial lease. Nonetheless, parties often get into disputes over whether there was an oral agreement that varied the...more

Morgan Lewis - Tech & Sourcing

Keeping Options Open When Going Exclusive

When a contracting party decides that the counterparty is worth an exclusive commitment, such a decision often rests on some minimum expectations and basic assumptions. But, in light of Murphy’s law, it may be worthwhile to...more

Schwabe, Williamson & Wyatt PC

SBA’s Proposed Rule: Recertification of HUBZone Businesses

September 19, 2024 Comments are due by October 7, 2024. Industry Group Leader Associate On Friday, August 23, the Small Business Administration issued a proposed rule that would significantly change the SBA’s HUBZone small...more

Rivkin Radler LLP

Landlord Considerations When Navigating Personal Guarantees in Bankruptcy

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When a business leases commercial space, it is common practice for the landlord to request that the company provide a personal guaranty, a protective measure taken to ensure landlords have recourse against a commercial lessee...more

A&O Shearman

Tesco Express and implied terms put paid to firing and rehiring

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The UK Supreme Court interprets contractual provisions, and implies a term, to find in favour of a group of Tesco employees who argued that the supermarket chain was not entitled to fire and rehire them on less advantageous...more

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

Three Key Considerations in Crafting Effective Multistate Separation Agreements

One of the main reasons for a separation agreement with an employee is to obtain an effective release of claims against the employer. However, ensuring release agreements are effective and enforceable is becoming increasingly...more

DarrowEverett LLP

Mastering the Art of Lease Negotiation: Crafting Win-Win Agreements

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Clients often request that their counsel focus lease negotiations exclusively on those terms most likely to have the most significant impact on economics and the long-term relationship with the counterparty. This request...more

Franczek P.C.

FTC Ban on Non-Competes Is Blocked — For Now

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Back in April 2024, the Federal Trade Commission (FTC) issued a final rule that would have banned non-compete agreements nationwide as of September 4, 2024. (You can read our alert on the FTC’s final rule here.) However, on...more

Ward and Smith, P.A.

Amending Your Planned Community's Declaration

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The most common question community associations in planned communities (i.e., single, family homes) pose is, "How can we amend our declaration?" Of course, this question includes many layers: What is the proper procedure?;...more

Seyfarth Shaw LLP

Navigating employee relations: The advisor’s role (Part 4)

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In recent months, I’ve spoken to many HR professionals about all things employee relations or “ER.” What stood out was the challenging nature of the role of those in ER. ...more

Holland & Knight LLP

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

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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

Goulston & Storrs PC

What's Market: The Materiality Scrape

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Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

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In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

What's Market: Representations and Warranty Insurance

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Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more

Lathrop GPM

Michigan Federal Court Grants Franchisor’s Motion for Preliminary Injunction Against Former Restoration Service Franchisee

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A federal court in Michigan has granted a franchisor’s motion for preliminary injunction against former franchisees for violating the franchise agreements’ post-termination noncompete provisions. 1-800 Water Damage Int’l LLC...more

BCLP

SEC Again Cracks Down on Companies That Restrict Whistleblowers

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As discussed in our December 15, 2023 client alert, the SEC has waged an aggressive effort to enforce alleged violations of the whistleblower protection rule.  On September 9, 2024, the SEC announced settled charges resulting...more

Lathrop GPM

Michigan Precedent on Michigan Franchise Investment Law Held to Trump Inconsistent Sixth Circuit Precedent on Private Right of...

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A federal court in Michigan recently granted several related franchisors’ motions to dismiss a franchisee’s claims for violations of the Michigan Franchise Investment law. Benjamin Franklin Franchising SPE LLC v. David...more

Mayer Brown

New Hampshire Significantly Amends Motor Vehicle Retail Installment and Sales Finance Company Act

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On August 2, 2024, New Hampshire enacted legislation that significantly revises its Motor Vehicle Retail Installment Sales Act (the “Act”), effective July 1, 2024. Unfortunately, that effective date is not a typographical...more

Cadwalader, Wickersham & Taft LLP

On Being Conspicuous: Changes to the UCC’s Definition of Conspicuous – UCC 1-201(b)(10) – Part Two

The following article is part two of our series on the 2022 Amendments to the UCC. Please read the first article for context. The discussion below is divided such that the first section discusses the edits made in the 2022...more

Thomas Fox - Compliance Evangelist

Addressing Pre-taliation

One of the most talked about subjects in corporate compliance is the issue of pre-taliation—an increasingly common enforcement target by the U.S. Securities and Exchange Commission (SEC). Matt Kelly and I did a recent podcast...more

Goulston & Storrs PC

What's Market: Alternative Dispute Resolution Provisions

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In M&A purchase agreements, the parties may stipulate certain non-judicial means for dealing with claims under the agreement (e.g., arbitration or mediation). These ADR provisions will govern how disputes between the parties...more

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