SaaS Transactions: Data-Related Issues in SaaS Agreements - Tech Podcast
Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more
The Fifth Circuit’s recent opinions in Cimarex Energy Co., et al. v. CP Well Testing, L.L.C. (2022) and Century Surety Co. v. Colgate Operating, L.L.C. (2024) provide divergent interpretations of how the Texas Oilfield...more
As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more
Indemnification is a term often thrown about in construction litigation, and you will see it in most standard form construction contracts. But what actually is it, and how useful is it to have when it comes to litigation in...more
A contractual indemnification can require the losing party in a lawsuit to pay the winning party's full legal costs, the Alberta Court of Queen's Bench recently confirmed in Ruel v Rebonne, 2022 ABQB 486 [Ruel]. While courts...more
In Arwood v. AW Site Services LLC, C.A. No. 2019-0904-JRS (Del. Ch. March 9, 2022), the Delaware Court of Chancery held that “Delaware is a ‘pro-sandbagging jurisdiction,’” meaning that, absent a provision to the contrary, an...more
This is the fifth article in our series on selling the family business. For a refresher on how we got to this point, read our previous articles on letters of intent, marketing, and preliminary diligence....more
In an acquisition, particularly an equity acquisition, a buyer must perform extensive due diligence on the target company to understand, as thoroughly as possible, the risks associated with the acquisition. In most cases,...more
Indemnification obligations are used to allocate risk between a buyer and a seller in nearly all mergers and acquisitions transactions. In an acquisition of a distressed company or its assets, however, the seller may not be...more
In addition to memorializing the economics and financial benefits gained by parties from a given contractual arrangement, commercial contracts commonly allocate known and unknown risks between business parties....more
One of the most negotiated and fundamental provisions in any contract is the manner in which the parties will allocate risk. Also known as an “indemnity” or an “indemnification provision,” these provisions are not commonly...more
It is not uncommon for indemnitees to attempt to add language to indemnification provisions providing additional liability protections from the indemnitor. And courts and legislators are wary of language in indemnity...more
I’ve long been intrigued with the frequency of litigation — especially in Delaware Chancery Court — over advancement of legal fees of a corporate director or officer or LLC manager who’s the target of a lawsuit by the entity...more
The European Union's General Data Protection Regulation ("GDPR") is arguably the most comprehensive - and complex - data privacy regulation in the world. Although the GDPR went into force on May 25, 2018, there continues to...more
In Blok Builders, LLC v. Katryniok, 2018 Fla. App. LEXIS 1312, the Court of Appeals of Florida for the Fourth District considered whether Florida Statute § 725.06 applied to a contract for the excavation of various...more
Corporate bylaws and operating agreements often contain provisions that provide for indemnification to directors, officers and in some cases employees and agents who become parties to litigation, arbitration or investigations...more
This is an important decision because it explains the specificity with which provisions indemnifying a party for liabilities under a separate contract must be stated. In this case, Glencore, which had sold an aluminum plant...more
Countless indemnity agreements run along these lines: A hereby promises to defend, indemnify, and hold B harmless against all claims [etc.] caused by A’s negligence [etc.]...more
Corporate directors and officers (“D&O’s”) face significant personal exposure whenever their corporation is involved in a dispute or investigation. For this reason, prudent D&O’s avail themselves of all available legal...more
Many contracts contain clauses requiring parties to carry insurance and to agree to indemnify one party or another in the event of a lawsuit. Such language is typical in lease agreements, distribution contracts, and...more
Many agreements involving stock or asset purchases contain indemnification clauses – that is, clauses under which one party to the agreement promises to indemnify the other party in the event of future losses arising from the...more