In all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms. In addition to relying...more
As I’m no longer compelled to talk my book (in fact, I actually don’t have a book), I can now talk critically about legal opinions. Not to bury the lede, but I am of the view that much of our transactional opinion practice...more
Feeding local opinion counsel a full plate of information early in the engagement will help local opinion counsel take some of the heat off of borrower’s lead counsel during the typical hurry-up-and-wait process of getting...more
REM OA Holdings LLC v. Northern Gold Holdings LLC, C.A. No. 2022-0582-LWW (Del. Ch. Sep. 20, 2023) - Delaware is a contractarian state and the presumption is that parties are bound by their agreements. That presumption...more
Courts continue to measure that fine line between reliable expert testimony and legal opinion that patent experts constantly walk on. In a recent opinion, the Eastern District of Texas denied a patentee’s motion to exclude...more
Title insurance is a popular form of protection for residential and commercial real estate buyers and their lenders against title-related issues that may arise after closing. It provides peace of mind for all parties...more
Before trying to decide if it makes sense to get a second opinion on a fairness opinion, it’s necessary to understand why fairness opinions started and how they have evolved over the years. Fairness opinions are closely tied...more
A recent U.S. District Court for the District of Delaware opinion, In re TPC Grp. Inc., provided another instance of an uptiering transaction withstanding legal scrutiny and provides further support for the view that courts...more
Under the Biden Administration, the FTC and DOJ have voiced a commitment to an expansive enforcement of antitrust law. The recent confirmation of Judge Ketanji Brown Jackson to assume Justice Breyer’s position on the Supreme...more
A legal opinion is often one of the closing conditions for a venture financing of a US, particularly Delaware-incorporated, company. Founders of these companies will often ask us, “what is a legal opinion?” and “why do...more
Three years have passed since the last “Dear Scrivener,” my personal legal writing and grammar advice column, and the Scrivener mail bag and inbox are over capacity. Actually, these days most questions come in by telephone or...more
The Congressional Oversight Commission released its 12th report on April 30. The report focuses on a $700 million loan to trucking company Yellow Corporation (formerly known as YRC Worldwide) under the CARES Act loan program...more
Most of us, even old-timers, changed the way we practiced law when the Coronavirus pandemic hit. We stopped going to the office (as much), we worked remotely (a lot), and we video-conferenced a whole bunch (before March 13,...more
Market Trends: What You Need to Know - One of the most pronounced practice-related trends in private company merger and acquisition transactions is the near-disappearance of target legal opinions as a closing deliverable. ...more
The FDIC and OCC have issued new guidance for banks on heightened cybersecurity risks facing the financial services industry because of increased geopolitical tensions and threats of aggression. The guidance published on...more
The 2011 reform that introduced the special proceedings on commercial transactions and arbitration to Mexico's Code of Commerce was intended to regulate on a more expedited and efficient manner the judicial intervention for...more
On December 30, 2019, the California Department of Business Oversight (DBO) announced two actions regarding companies offering unregulated, point-of-sale financing to California residents. In the first action, the DBO...more
As mentioned in my post last week, the Department of Business Oversight issued a press release shortly after Christmas announcing that it had issued a "legal opinion" concerning whether a point-of-sale product constitute...more
In a decision entered just before the end of the year in the PG&E bankruptcy cases, Judge Montali issued an opinion (the “Opinion”) finding that unsecured creditors in a solvent bankruptcy case are entitled under the...more
This summary covers the last two weeks which includes news about continued enforcement actions by the U.S. Securities and Exchange Commission (“SEC”) involving fraudulent digital asset transactions, dismissal of a securities...more
On May 28, 2019, the United States Department of Agriculture (USDA) issued a legal opinion to address questions raised by several hemp-related provisions of the Agricultural Act of 2018, better known as the 2018 Farm Bill....more
On March 27, 2019, U.S. District Court Judge James Boasberg for the District of Columbia issued two opinions that struck down the Secretary of HHS’s approval of Medicaid work requirement waivers in Kentucky and Arkansas. ...more
The California Attorney General is the state's "chief legal officer". Cal. Const. Art. V, § 13. One of the Attorney General's statutory duties is to provide written legal opinions. Cal. Gov't Code § 12519. Not everyone,...more
The Supreme Court held unanimously Monday that challenges to the Obama Administration’s 2015 “Clean Water Rule,” which defined “waters of the United States” (“WOTUS”) subject to regulation under the Clean Water Act (“Act”),...more
Newly elected officials may be surprised to discover their votes and actions have legal implications. Preventing a resident from speaking at a public meeting may result in a violation of the First Amendment and a civil rights...more