Law School Toolbox Podcast Episode 497: Listen and Learn -- Incidental, Reliance, and Restitution Damages (Contracts)
Ways Organizations Can Pursue Legal Collections
OK at Work: Navigating Customer Terms and Usage
Bar Exam Toolbox Podcast Episode 295: Listen and Learn -- Incidental, Reliance, and Restitution Damages (Contracts)
Bar Exam Toolbox Podcast Episode 274: Listen and Learn -- UCC Expectation Damages (Contracts)
Viaje al Pasado Legal: Una Reclamación en Piedra
Bar Exam Toolbox Podcast Episode 213: Listen and Learn -- Material Breach vs. Minor Breach (Contracts)
Law Brief®: Rich Schoenstein and Robert Heim Discuss Musk v. Twitter
4 Key Takeaways | The Future of Construction, Infrastructure and Energy Disputes in the Endemic Age
It’s Lit? Insight into the Increase in Cannabis-Related Litigation in California
Is There Liability for Terminating Contracts Related to Russia?
Basics of a Healthcare Contract: When Do You Actually Have One and What Happens if It's Breached?
Beyond Regulations: Hospice Business Contracts and Contract Disputes
Podcast - The Briefing from the IP Law Blog: Say NFT Again – I Dare You: Miramax Sues Quentin Tarantino Over Plans to Sell “Pulp Fiction” NFT
The Briefing from the IP Law Blog: Say NFT Again – I Dare You: Miramax Sues Quentin Tarantino Over Plans to Sell “Pulp Fiction” NFT
Monthly Minute | Global Supply Chain Issues
Protect Your Construction Project: Top 10 Insurance Provisions to Know
Bar Exam Toolbox Podcast Episode 119: Listen and Learn -- Anticipatory Repudiation (Contracts)
Bar Exam Toolbox Podcast Episode 95: Listen and Learn -- Promissory Estoppel
Bar Exam Toolbox Podcast Episode 93: Listen and Learn -- Constructive Eviction
In BBP Holdco, Inc. v. Brunswick Corporation, decided July 14, the Delaware Superior Court delivered a resounding defense of the “fair disclosure” standard in M&A transactions. Judge Paul R. Wallace’s 45-page decision after...more
On July 31, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted partial judgment on the pleadings on a breach of contract counterclaim asserted by defendant, the former majority owner of two...more
Halinski v. ADS Grp. Acquisition, LLC (Del. Ch. (7/25) discusses the propriety of indemnification claims. The relevant SPA deferred payment of a $4,439,000 Tax Holdback to cover certain possible post-closing tax liabilities....more
The Tyler Court of Appeals reversed a $2.5 million judgment against pipeline successors (Coffeyville Resources Crude Transportation, LLC v. ExxonMobil Pipeline Co., No. 12-23-00276-CV, 2025 WL 356222 [Tex. App.—Tyler Jan. 31,...more
A recent Delaware Chancery Court opinion offers a significant example of how courts may apply complex probability analysis to determine the amount of damages in an earnout dispute. The case arose from Alexion Pharmaceuticals,...more
In North American Fire Ultimate Holdings, LP v. Alan Doorly, the Delaware Court of Chancery held that the restrictive covenants included in an incentive unit grant agreement were unenforceable when the units received by the...more
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more
AT A GLANCE - The Delaware Chancery Court has issued a notable opinion that confirms Delaware’s position as a pro-sandbagging jurisdiction and clarifies when damages may be computed using a transaction multiple. We...more
In two significant recent opinions, the Delaware Chancery Court ruled against the buyers of life sciences companies, holding that they failed to apply commercially reasonable efforts to achieve earnout milestones. In Fortis...more
When the prospects of an acquired business are uncertain, an earnout can bridge the valuation gap between buyer and seller and help get the deal done. Taking this route is not without risk, however, particularly where...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
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
Earnouts, which provide sellers payouts if certain post-closing milestones are reached, have become increasingly popular in recent M&A transactions given today’s uncertain regulatory and financial climate. Inflation, supply...more
In the 19th century, “ruffians roamed the streets” and robbed “unsuspecting victims” using a tactic knowing as “sandbagging”: They wielded “ostensibly harmless socks” that were in fact “filled with sand and used as weapons.” ...more
Global Investigations expert Frank Lazzara, CPA, CFF, ABV, CFE, and Economic Damages & Valuations expert David Golbahar, CPA, CFF, CGMA, will present a one-hour* course, which will cover: - An overview of purchase price...more
On January 27, 2022, in Levy Family Investors, LLC v. Oars + Alps LLC the Delaware Court of Chancery (the “Court”) released a memorandum opinion providing clarity with regard to Delaware’s infamous “Anti-Bootstrapping Rule”...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
On March 31, 2022, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery granted the motion of CorePower Yoga, LLC and CorePower Yoga Franchising, LLC (together, “defendant”) to stay the Court’s judgment in...more
Before the pandemic, it was generally accepted that establishing an MAE was very difficult—indeed, only one case in Delaware, 2018's Akorn v. Fresenius Kabi, had ever found that an MAE occurred. Following the pandemic, this...more
On March 1, 2022, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery ruled in favor of plaintiff Level 4 Yoga, LLC in a breach of contract action against CorePower Yoga, LLC and CorePower Yoga Franchising,...more
In Sutter Hill Management Corporation v. Mpire Capital Corporation (Sutter), the British Columbia Court of Appeal found that the acquiror of an Abbotsford, B.C. care home had breached the purchase and sale agreement by...more
inTEAM Associates, LLC v. Heartland Payment Systems, LLC, C.A. No. 11523-VCF (Del. Ch. Oct. 29, 2021) - Court of Chancery Rule 70(b) empowers the Court to hold a party in contempt for, among other things, failing to obey...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
In a highly anticipated decision, the Ontario Superior Court of Justice – Commercial List held that Cineworld wrongly terminated its arrangement agreement to acquire Cineplex, which was awarded substantial damages....more
Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more