Introduction -
The COVID virus has ushered in unprecedented and challenging times for our country and the global community. From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral...more
In the social and economic fallout from COVID, businesses are assessing how best to address their commercial relationships, especially where potentially insurmountable barriers to performance loom large. One clause that...more
The COVID-19 virus has ushered in unprecedented and challenging times for our country and our global community. From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral adjustments...more
The COVID-19 virus has ushered in unprecedented and challenging times for our country and our global community....more
The COVID-19 virus has ushered in unprecedented and challenging times for our country and our global community. From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral adjustments in...more
As COVID-19 has proliferated throughout the United States, the resulting health-related government actions - in the form of school and business closures, emergency declarations, shelter in place requirements and the like -...more
In the social and economic fallout from the Coronavirus, businesses are assessing how best to address their commercial relationships, especially where potentially insurmountable barriers to performance loom large. One clause...more
In merger and acquisition (“M&A”) transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations and warranties made by the...more
In mergers and acquisitions (“M&A”) transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains provisions for post-closing purchase...more
Fee Shifting and Forum Selection Clauses -
Much attention has been paid to Delaware legislative developments regarding fee shifting and forum selection clauses. On June 24, 2015, Delaware Governor Jack Markell signed...more
10/21/2015
/ Attorney's Fees ,
Breach of Duty ,
Confidentiality Agreements ,
Controlling Stockholders ,
Corporate Dissolution ,
Delaware General Corporation Law ,
Earn-Outs ,
Exculpatory Clauses ,
Fee-Shifting ,
Fiduciary Duty ,
Forum Selection ,
Indemnification ,
Independent Directors ,
Legal Fees ,
Litigation Fees & Costs ,
Shareholder Litigation ,
Stock Purchase Agreement
In December 2014, we reported that the General Counsel of the National Labor Relations Board (NLRB) had issued 13 complaints naming McDonald's as a “joint employer” of the employees at its franchisees. The complaints alleged...more
9/16/2015
/ AFL-CIO ,
Browning-Ferris Industries of California Inc. ,
Collective Bargaining ,
Corporate Counsel ,
Franchisee ,
Franchises ,
Franchisors ,
International Franchise Association (IFA) ,
Joint Employers ,
McDonalds ,
NLRB ,
Staffing Agencies ,
Unions ,
Wage and Hour
It may surprise some to learn that the Affordable Care Act of 2010, a.k.a. “ObamaCare,” among other things, amended the US Food, Drug and Cosmetic Act to require chain restaurants and similar retail food business to provide...more
We recently reported in to our clients about a little-known element of the Affordable Care Act (“Obamacare”) that will require many QSRs (Quick Serve Restaurants) to provide specific calorie and nutrition information to their...more
This past summer, an Oregon state court held that a Delaware “bylaw forum selection provision” was unenforceable. In its decision, Roberts v. TriQuint Semiconductor, Inc., the Court considered relevant that the provision was...more
2/6/2015
A recent decision of the United States District Court for Massachusetts underscores the need for holders of director and officer (“D&O”) policies to provide timely – and early – notice of a claim, especially when the SEC...more
Last month, in In re: Family Dollar Stores, Inc. Stockholder Litigation, a Delaware Chancery judge rejected the efforts of certain shareholders of Family Dollar Stores, Inc., to prevent Family Tree’s shareholders from voting...more
On December 19, the National Labor Relations Board (NLRB) issued 13 complaints naming McDonalds as a “joint employer” of the employees at its franchisees....more