FCA Implications for M&A Transactions
How to Secure Advances to Fund Legal Fees
Mediating Complex Insurance Coverage Disputes Series Part 4 - How to Seal the Deal
Practical Training for Project Managers & Supervisors Two-Part Webinar Series: Part Two
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Indemnification Provisions: What They Mean and What You Should Worry About
FCPA Compliance and Ethics Report-Episode 168-Dan Cogdell on criminal procedure issues in defending an individual prosecuted criminally under the FCPA
CorpCast Episode 2: Advancement 101
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Under Delaware law, executives (and former executives) may be entitled to indemnification and advancement from their employer for claims arising in connection with their employment. These rights to indemnification/advancement...more
When drafting and reviewing local government contracts, it’s imperative that legal counsel understand what language to focus on. There are a number of terms and conditions which political subdivisions cannot agree to under...more
A while back, I wrote an article titled “3 Things to Address in Digital Media Agreements,” which focused on issues related to the purchase or sale of ad space on different media channels (e.g., websites and mobile...more
As technology continues to evolve, the use of generative artificial intelligence (AI) in business operations is reshaping the way we approach standard tech transactions. The traditional pillars of contract negotiation –...more
Ohio- Conversion- Bradford v. A Star Properties, LLC, 9th Dist. Summit No. 2023-Ohio-3451- In this appeal, the Ninth Appellate District affirmed the trial court’s decision to grant defendants judgment on a claim for...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
On April 3, 2023, Vice Chancellor Nathan A. Cook of the Delaware Chancery Court dismissed the breach of contract claims by one pharmaceutical company (the “Seller”) against another (the “Buyer”) in connection with the Buyer’s...more
In University of Massachusetts Building Authority v. Adams Plumbing & Heating, Inc., 2023 Mass. App. Unpub. LEXIS 28, 102 Mass. App. Ct. 1107, the Appeals Court of Massachusetts (Appeals Court) considered whether the lower...more
The courts of England are some of the most established fora for dealing with complex commercial litigation. The Civil Procedure Rules (CPR) that apply to English civil litigation, which govern every aspect of cases from...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 last week’s New York Business Divorce, we wrote about an important decision from New York’s highest court, Sage Sys., Inc. v Liss (___ NY3d ___, 2022 NY Slip Op 05918 [Ct App Oct. 20, 2022]). In Sage, the Court of Appeals...more
The enrollment contract sets the foundation and expectations for the relationship between the school and its community members. As such, it is important to ensure that your enrollment contract is well drafted and...more
The universe works in mysterious ways. Four days ago, when I sat down to write this article, my plan was to feature a decision from Manhattan Commercial Division Justice Andrea J. Masley denying dismissal of a closely-held...more
Our construction clients may spend significant time, money, and effort refining and updating their contract provisions covering indemnification and the duty to defend claims. Consider spending an appropriate and adequate...more
Freeman Law is privileged and proud to serve as outside counsel to various engineering, architectural, and other professional services firms. This segment of Freeman Law focus spans from protecting trade secrets in public...more
When drafting agreements, there are essential terms that each party needs to consider in order to make sure that they have a well written contract that will protect their interests. A few of these considerations include the...more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Over the time period covered by the nine ABA studies (2005-2021), the...more
In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more
Limitation of liability provisions are standard in almost every contract and are essential in helping the contract parties limit their risk. These provisions typically contain a broad disclaimer of consequential damages and a...more
Online Healthnow, Inc. et al v. CIP OCL Investments, LLC et al considers whether certain indemnification limits violate the public policy of the State of Delaware....more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies - Inclusion of damage mitigation provisions in merger and acquisition...more
In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are...more
Plaintiffs' firms routinely attempt to assert old laws in new ways. One of the latest trends is the use of federal and state anti-wiretap laws as a vehicle to sue software developers and businesses for the use of ubiquitous...more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....more
The statutes of limitations set forth in the CPLR are default rules, and parties generally are free to modify default rules by agreement. But statutes of limitations also further the important public interests, such as...more