Podcast - The Briefing by the IP Law Blog: A Spooky Copyright Decision for Producers of Friday the 13th Franchise
The Briefing by the IP Law Blog: A Spooky Copyright Decision for Producers of Friday the 13th Franchise
Ideally, every retail lease strikes a reasonable balance between the interests of the landlord and the tenant and lays the groundwork for a mutually beneficial relationship. However, things do not always go according to plan....more
The decision to terminate an agreement cannot be taken lightly. In exercising the option, understanding the key terms of the agreement and necessary steps to effectuate the termination are critical. As we have previously...more
Terminating a contract is a serious and sometimes risky decision. Whenever a client seeks advice regarding termination, a lawyer should stress the importance of strict compliance with the contractually specified termination...more
Should a buyer be allowed to walk away from an acquisition if an extraordinary event occurs between signing and closing that forces the target company to take emergency remedial measures outside its ordinary course, even if...more
We often cover preliminary injunctions on the pages of this blog because they are a powerful tool in the business divorce litigator’s toolbox: they force court action early in the case, they can protect rights that are...more
Recent Delaware cases appear to make two things clear. First, it remains extremely unlikely that a court will find an event or occurrence to fall within the general provisions of a Material Adverse Effect condition and as a...more
It has been months since you have been paid and the general contractor or the owner continues to demand that you perform extra work, perform in changed conditions or work on a compressed timeline with no promise of payment in...more
Yesterday we discussed aspects of PPC Acquisition Co., LLC, et al. v. Delaware Basin Res., LLC, et al. Today we consider whether the retained-acreage clauses created a special limitation or a covenant and the relationship...more
On April 1, 2020, an exemption from the landlord's termination right comes into force, which protects tenants against the loss of their apartment or commercial space in the event of late payment of the rent. However, this...more
In a late night, 242-page decision, the Delaware Court of Chancery ruled that the buyer in a purchase and sale agreement was relieved of its obligation to close and could terminate the agreement as a result of the changes...more
On August 31, 2020, the Delaware Chancery Court issued an opinion in litigation between Anthem and Cigna related to the contract in their terminated merger. In its sprawling 306-page opinion, the court detailed a “corporate...more
The COVID-19 pandemic has caused severe disruption, distress and uncertainty for companies across almost every industry. While this initially resulted in a substantial slow-down in the M&A market, transactional activity is...more
News outlets have been replete with stories lately about sports stars, high- level executives and in-house counsel foregoing salaries or taking pay cuts in light of the economic hardships wrought by the coronavirus pandemic. ...more
What is the Assignment Clause and When is it Triggered? Every commercial lease contains an assignment provision that lays out the landlord’s and the tenant’s rights and obligations in the event that the tenant seeks to...more
In a long-term outsourcing, software as a service (SaaS), or other services agreement, the customer will typically push for a termination right relating to the service provider’s breach, and perhaps for an insolvency event or...more
The recent decision of the Bankruptcy Court for the Southern District of New York in In re AAGS Holdings LLC, Case No. 19-13029 (SMB) (Bankr. D. Del. Nov. 12, 2019), underscores the ability of debtors — and specifically, for...more
In a recent working paper, researchers at UCLA and the University of Amsterdam determined that a single sexual harassment claim can cause more damage to a company’s reputation than financial misconduct or fraud. In this...more
A new provision of the French social security code (Article L.241-17) reduces employers’ social contributions on overtime. This reduction, which was enacted by a Law on Emergency Measures in response to the “yellow vests”...more
With so many big box retailers closing stores and going out of business, shopping center owners are faced with what to do with the vacated stores. ...more
The Delaware Supreme Court upholds a lower court's decision to allow Fresenius to sever its merger agreement with Akorn. On December 7, 2018, the Delaware Supreme Court unanimously affirmed Vice Chancellor Travis Laster's...more
We will often see a commercial lease that provides a right of termination to only one of the parties to the lease and it begs the question, “is this really a contract if one party can walk away at any time?” ...more
Equipment leasing presents a company with an opportunity to acquire the use of equipment without using its own cash or its bank line of credit. An understanding of the unique features of equipment lease contracts should help...more