SaaS Transactions: Data-Related Issues in SaaS Agreements - Tech Podcast
Situations involving family dynamics, significant wealth, and fiduciary duties can be ripe for conflict. Disputes frequently arise among owners and managers of closely held businesses, family office constituencies, and other...more
The recent and sudden failures of Silicon Valley Bank and Signature Bank, and the threat of other bank failures, have led to intense public focus on what caused these banks to run into trouble, who is to blame, and what...more
For many years, it has been standard industry practice in the Cayman Islands, as in similar jurisdictions, for company directors, corporate service providers, and professional service providers, to apportion risk between...more
In Houseman et al v. Sagerman et al the Plaintiffs challenged the enforceability of the indemnification provisions in a merger agreement amongst other things. The Merger Agreement provided for an indemnification escrow....more
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
The Revised Arizona Limited Liability Act ("New Act") has been effective since September 1, 2019 for new limited liability companies ("LLCs"). It now becomes effective for any existing LLCs on September 1, 2020. Especially...more
On the same day that the U.S. Department of Labor (DOL) filed a lawsuit against the Farmers National Bank of Danville (FNB) and the Weddle Brothers Construction Company Inc. Employee Stock Ownership Plan, the parties agreed...more
In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition. The case arose out of Uber’s acquisition of Ottomotto LLC. Otto was founded by Anthony Levandowski, a...more
Lawsuits over defective construction are common in South Carolina. So, when a construction company covered by a CGL insurance policy is sued over an alleged construction defect, the insurance company may agree to defend the...more
Agenda - Letters of Intent - Best Efforts - Indemnification - Sandbagging - Non-Reliance - Fiduciary Duties - Letters of Intent: • Buyer may seek letter of intent that is generally not binding on either party...more
Directors are required to review and approve transformative M&A transactions. The power to approve, however, comes with the potential liability that could be asserted if the transactions do not turn out as projected....more
Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016....more