H.R. 1: Digital Ad Regulation and Foreign National Prohibitions: What Political Advertisers and Ad Platforms Need to Know
Lease agreements with a term of more than one year are currently subject to a written form requirement under the German Civil Code. For years, there have been ongoing discussions about a potential abolition of the written...more
The United States Environmental Protection Agency (“EPA”) published in the August 7th Federal Register notice of a proposed Prospective Purchaser Agreement (“PPA”) with the City of St. Joseph, Missouri (“St. Jospeh”). See 89...more
A letter of intent (LOI), expression of interest (EOI) or term sheet is typically the first substantive document in the life of a transaction (noting that, oftentimes, parties will sign a nondisclosure agreement prior to...more
The Florida Supreme Court ruled that PIP (Personal Injury Protection) insurers may pay 80% of a charge submitted by a provider, even when that reimbursement amount is less than the amount that would be reimbursable under the...more
The rumors of the death of price discrimination enforcement may have been greatly exaggerated. The Robinson-Patman Act (“RPA”) (15 U.S.C. §13), enacted in 1936, prohibits price discrimination by producers and resellers of...more
Originally published in Healthcare Michigan, Volume 41, No. 5 - My prior article addressed tax issues in repurchasing equity in physicians and other practice groups. This article provides information about drafting buy-sell...more
We previously previewed the issues presented in Higuchi Int’l Corp. v. Autoliv ASP, Inc., an appeal with potentially far-reaching implications for suppliers, in our March 22 and May 21 blog posts. Yesterday, the U.S. Court of...more
In corporate transactions of all kinds—mergers, acquisitions, and other business combinations—the purchaser company (Purchaser) must confront the question of how to treat the outstanding equity awards and the current equity...more
Because the courts have interpreted the 1980 Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. § 9601 et seq., as a strict liability statute holding owners in the chain of title liable...more
In Bolwell & Anor v NWC Finance Pty Ltd & Ors [2024] VSC 30, the Supreme Court of Victoria clarified that a lawyer will not be a "controller" of property within the meaning of section 9 of the Corporations Act 2001 (Cth) (the...more
The Ontario Securities Commission (“OSC”) recently made OSC Rule 45-508 Extension to Ontario Instrument 45-507 Self-Certified Investor Prospectus Exemption (the “Rule”) to extend relief granted previously in respect of...more
Last June (2023), in response to a ruling request from Your Special Delivery Services Specialty Logistics (YSDS), Customs and Border Protection (CBP) issued HQ H324098, clarifying what it means to be an “owner or purchaser”...more
This column was originally published on RENX.ca. When a deal to buy and sell land for development goes awry, an innocent purchaser can sue for the damages suffered....more
It is longstanding conveyancing practice for the vendor’s land tax liability to be included in the usual settlement adjustments between a vendor and purchaser. This practice will be banned for most sales of land in Victoria...more
It has been one year since the Canadian Securities Administrators (the CSA) introduced the listed issuer financing exemption (the LIFE Exemption) under Part 5A of National Instrument 45-106 Prospectus Exemptions, which is...more
After completing the arduous task of preparing to sell a business and agreeing to the terms in principle for a transaction in which a business owner will sell his or her “life’s work,” selling business owners (“Seller” or...more
In Bhatnagar v. Cresco Labs Inc., 2023 ONCA 401, the Ontario Court of Appeal elaborated on the Supreme Court’s decision in C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (“Callow”) and clarified that a breach of the contractual...more
As corporations experience increased pressure from shareholders, consumers, employees, and the federal government to adopt Environmental, Social, and Governance (“ESG”) goals, many are procuring renewable energy as one way of...more
INTRODUCTION- This article is the sixth in a series that explains how the SEC has structured a campaign to suppress and eradicate cryptocurrency and digital tokens, why the SEC lacks jurisdiction over creators of...more
Cooperative boards should be aware that there are three bills pending before the New York City Council that, if passed, will impose substantial requirements on the purchaser application process in all cooperatives in New York...more
Join attorneys from Ulmer’s Real Estate Practice as they host a complimentary webinar on the impact of cell towers on property ownership and the perspectives of both property owners negotiating with tower operators and those...more
This past fall, in a split 5-4 decision, the Washington Supreme Court ruled that a one-year limit to file suit under a residential construction contract was unconscionable and, as a result, void and unenforceable. Tadych v....more
State of the “Union” Did you watch the President’s state of the union address the other night? Was it as you expected? Were you hoping for something more? Were you disappointed? Did you find it informative? Maybe...more
Looking back, 2022 was light on groundbreaking appellate-level securities decisions. The U.S. Court of Appeals for the Second Circuit, however, closed out the year with a notable decision in Menora Mivtachim Insurance Ltd....more
Companies entering into a commercial lease of real property often minimize the importance of completing a title search. While there may be valid reasons, beyond simply the cost, why a prospective tenant may choose to forego a...more