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
A out of the ordinary case: a breach of contract for the sale of a business (rather than the breakdown of negotiations), and more specifically for the transfer of control of the Primonial Group. Back in March 2022, the...more
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more
Cases on Material Adverse Effect (“MAE”) clauses (also known as Material Adverse Change, or MAC, clauses) rarely come before the English courts, so there are limited English authorities on their construction. The High Court...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
The Uniform Commercial Code (“UCC”) is a comprehensive set of laws governing commercial transactions. It was designed and drafted with the aim of standardizing, harmonizing, and simplifying the laws around commercial...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
Image a home buyer finally finds their dream house. There’s just one problem. During their home inspection, they discover the foundation is cracked. But they buy the house anyway, fully aware of the issues with the...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
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: In 2021, 10% of the merger and acquisition purchase agreements covered by...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 9, 2022, the Delaware Court of Chancery issued a post-trial decision in Arwood v. AW Site Services, LLC, subsequently amended on March 24, 2022. The plaintiff, John Arwood, had spent decades building a waste...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
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
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
It’s not often that a lawsuit in the Commercial Division between sophisticated parties to an arm’s-length business transaction warrants a blistering rebuke of the parties by the Court....more
The United States District Court for the District of Minnesota decided a case where Plaintiff was a limited partner in an entity where the partnership interests were the subject of a Purchase Agreement entered into by the...more
In Shareholder Representative Services LLC v Albertsons Companies, Inc., the aggrieved former shareholders of DineInFresh, Inc., d/b/a Plated, sought recovery of earnout consideration from Plated’s acquirer, Defendant,...more
Market Trends: - What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law - April 2021....more
Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all of its stock (the “Transaction”) in its wholly owned subsidiary, Deluxe Media...more
In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are...more
Market Trends: What You Need to Know - Over the past almost 15 years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to...more
When one party to an M&A agreement alleges that the other breached its representations and warranties, the damages analysis can be complex, depending on the terms of the agreement. Generally, a claim for indemnification due...more
In the world of M&A and private equity deals, buyer-side representation and warranties insurance (RWI) transfers the risk of a seller’s representation to an insurer. To adequately safeguard the insurer, it therefore becomes...more
Buyers in M&A deals often contend that they value a target company based on the seller’s representations and warranties. If the buyer later determines those representations and warranties were false, it may argue that, as a...more