The Briefing: Who Owns Jack Nicklaus? Lessons for The Creator Economy From a Brand Battle
Podcast - A Comparative Guide to Obtaining an FCL: DCSA vs. the Intelligence Community
Strategies for Business Resilience in Uncertain Times
Podcast - Colaborar por contrato... sí funciona
5 Key Takeaways | Artificial Intelligence: What Tax Professionals Need to Know
Consumer Finance Monitor Podcast Episode: How to Use the Restatement of Consumer Contracts - A Guide for Judges
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
Ways Organizations Can Pursue Legal Collections
Navigating Executive Orders: Strategies for Managing Stop Work Orders and Terminations
Trade Secrets in Hollywood: Lessons from Oscar-Nominated Films - Employment Law This Week® - Spilling Secrets Podcast
(Podcast) The Briefing – Creator Contract Liability When Your Platform Disappears: The TikTok Ban
The Briefing – Creator Contract Liability When Your Platform Disappears: The TikTok Ban
OK at Work: Navigating Customer Terms and Usage
OG Talks: Good Energy and Navigating Transactions
7 Key Takeaways | Ethics in Construction Contract Negotiations and Claims
M&A Considerations for Serial Acquirers
What's the Timeline for a Sale Process?
Balch’s Decision Dive: Texas Trial Court Struck Down the FTC’s Noncompete Rule
Making the Lawyer-Client Relationship Work in Challenging Litigation – Speaking of Litigation Video Podcast
JONES DAY PRESENTS®: Employer Options in a Non-Noncompete World
In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more
In the high-stakes world of mergers and acquisitions, minority shareholders must proceed judiciously. While transactions may have the power to reshape entire industries and create tremendous value, such arrangements can be...more
When a private company is being sold, it is necessary for its minority shareholders to be mindful of protecting their own individual interests when diverging from the controlling shareholder’s interests. Because the...more
One of the first business divorce cases that I participated in as a young litigator was a lengthy arbitration over whether a minority shareholder was oppressed under BCL 1104-a. With those fond memories, evolution of the...more
To preserve the marketability of a commercial or mixed-use condominium unit sold to a third-party, it may be necessary to include specialized minority owner protection provisions in the condominium declaration for the...more
As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more
Drag-along rights are contractual provisions – usually within a shareholder agreement – that provide majority shareholders with the right to force minority shareholders’ participation in the future sale of a company....more
David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more
Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more
Minority investors who purchase an ownership interest in a private Texas company are advised to secure an exit strategy confirmed in a Buy/Sell Agreement at the time they make their investment. But investors who look closely...more
It’s that time of year again, when I offer some lighter fare for poolside consumption consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more
The business relationship between private company majority owners and minority investors does not have to be a zero sum game—there are positives available for both sides in their business dealings. But, a win-win approach for...more