Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more
In Miler v. Td Bank United States, No. 3:20-cv-00340-BR, 2020 U.S. Dist. LEXIS 184658 (D. Or. Oct. 6, 2020), the District Court of Oregon granted Target’s motion to dismiss on the grounds that Plaintiff failed to allege facts...more
On February 27, 2017, Judge Katherine Polk Failla of the United States District Court for the Southern District of New York dismissed with prejudice a putative class action brought on behalf of purchasers of Wal-Mart de...more
On February 1, 2017, the United States Court of Appeals for the Seventh Circuit affirmed the decision of the Occupational Safety and Health Review Commission (“Commission”) which imposed serious willful citations under the...more
Banks beware: At the very least in Florida, you may be liable for negligence and “aiding and abetting fraud” to non-customers for trust funds deposited by a bank customer that were obtained by the customer through fraud,...more
In an issue of first impression, the Ninth Circuit Court of Appeals recently held that a rogue corporate officer’s fraudulent intent can be imputed to a corporation even where the defrauding officer acted against the...more
Contractors and government contracts attorneys are likely to see (if they haven’t already) a rise in the number of cases in which individuals, rather than corporate entities, are targeted by government officials for...more
The Florida Legislature recently adopted amendments to chapter 605 of the Florida Revised Limited Liability Company Act (the “Act”) which will generally go into effect July 1, 2015. The amendments were passed to correct...more
During the 2015 legislative session, the Florida legislature adopted amendments to Chapter 605 of the Florida Statutes. Chapter 605 is the Florida Revised Limited Liability Company Act (Florida Revised LLC Act). The bill...more
Unlike real estate transactions where a lender can obtain title insurance, secured lenders are often relying upon the representations and warranties in their loan agreement and the borrower’s audited financial statements, if...more