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Contract Terms Corporate Governance

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Upholds Removal of Designated Director Following Amendment to Stockholders Agreement

On August 8, 2025 in Kim, et al. v. FemtoMetrix, Inc., the Delaware Court of Chancery permitted the amendment of a stockholders agreement without the consent of an adversely impacted investor, even though both the intent and...more

Dickinson Wright

Friendly PC Model: 3 Key Ancillary Agreements for CPOM Compliance

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With the rebound of private equity (“PE”) activity in healthcare across the United States, the Corporate Practice of Medicine and Dentistry (“CPOM” or “CPOD”) has likewise experienced renewed focus by state legislatures and...more

Clark Hill PLC

Can you eliminate fiduciary duties in a Texas LLC?

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Bottom Line: Yes, as of May 14, 2025, members of a Texas LLCs can now eliminate fiduciary duties through their company agreements (aka “operating agreements”), thanks to a crucial amendment that added the word “eliminate” to...more

Greenbaum, Rowe, Smith & Davis LLP

A Potential Renaissance of Private Law in American Healthcare

An article in the August 9, 2025, issue of the New England Journal of Medicine highlights the opportunity, if not the responsibility, of the bar in the private law sector to fill the gaps in healthcare access, quality, and...more

Bradley Arant Boult Cummings LLP

The Potential Double Whammy: Will the Company Have to Pay the Legal Fees of Disloyal Former Insiders If the Company Sues Them?

In a real-life case of adding insult to financial injury, companies harmed by the disloyal actions of their former partners, officers, managers or employees (the “former insiders”) may also have to pay their legal fees when...more

Paul Hastings LLP

Nevada Court Finds Business Judgment Rule Applies to Nevada LLCs

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The Nevada District Court recently clarified that the business judgment rule — a fundamental corporate law protection — applies to limited liability companies when their operating agreements specify fiduciary duties. The...more

IR Global

Towards Trustworthy AI: Building Resilience Through Policy and Compliance

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How can businesses in your jurisdiction adopt AI and automation responsibly, and what guidance are you offering to ensure regulatory compliance?...more

WilmerHale

Delaware Forum Selection Clause Binds California Shareholders

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The California Supreme Court handed a major victory to Delaware corporations facing shareholder litigation in California courts but left open questions about how durable the success will be. In EpicentRX v. Superior Court...more

Roetzel & Andress

What’s in Your Operating Agreement? Legal Tips for Healthcare Providers

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This week on the HealthLawHotSpot, host Ericka Adler welcomes Roetzel shareholder Jonna Eimer to discuss the essential role of operating agreements in healthcare practices. Whether you're starting a new practice or reviewing...more

Bradley Arant Boult Cummings LLP

Beware of Wolves in Sheep’s Clothing: Accepting PE Investments May Create Unforeseen Problems for Private Company Majority Owners

As private companies grow, they need to secure capital to support their efforts to provide more (and/or better) products and services to their clients. The need for emerging companies to obtain growth capital often leads the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Rulings on Ambiguity, Materiality and Damages in M&A Indemnification Provisions Highlight the Importance of Careful...

Delaware courts are frequently called upon to interpret indemnification provisions linked to representations and warranties, which serve as potential remedies for losses, dictating when and how one party must make whole the...more

Morris James LLP

Chancery Enforces Liability Waiver Provision in Limited Partnership Agreement, Dismisses Claims Against Limited Partners

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AG Mobile Holdings, L.P. v. H.I.G. Mobile, L.P., C.A. No. 2023-1103-MAA (Del. Ch. Feb. 13, 2025) - In this recent decision, the Court of Chancery reaffirmed that parties to alternative entity agreements are free to order...more

Jenner & Block

Delaware Court Refuses to Enforce or Modify Overbroad Noncompete in Cleveland Integrity Services v. Byers

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In Cleveland Integrity Services, LLC v. Byers (Del. Ch. Feb. 28, 2025), the Delaware Court of Chancery declined to enforce a two-year non-compete agreement that it found to be geographically overbroad and refused to narrow or...more

Ropes & Gray LLP

Five Key Legal Considerations for Investments in Engineering and Design Firms

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As the demand for infrastructure assets continues to grow, infrastructure investors are increasingly looking beyond traditional core infrastructure assets and turning their attention to infrastructure services businesses....more

Felicello Law PC

Congratulations On Your New Role: Here’s How to Protect Yourself Legally

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If you have recently obtained a new position in the C-Suite, you are aware that the new position brings prestige, authority, and opportunity. But you may not be aware that as an officer of a company, you have also increased...more

Bradley Arant Boult Cummings LLP

When Saying Goodbye Is Not Forever: Ex-Spouses Who Continue as Business Partners After Divorce

When a married couple enters into a divorce proceeding, they generally expect to end things in a final decree that fully divides all of their marital assets. But when they fully own or have a large interest in a closely held,...more

Falcon Rappaport & Berkman LLP

Delaware Chancery Court Narrows the Path for Enforceable Non-Competes: Lessons from North American Fire and Payscale

A notable trend has emerged in Delaware with respect to the enforceability of non-competes – while once considered a management-friendly jurisdiction, two recent decisions demonstrate a marked shift towards a closer scrutiny...more

DarrowEverett LLP

Your Business's Growth Blueprint: Why Solid Legal Documents Matter

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Every successful business owner has ambition to grow, scale, and take his/her company to the next level. However, there’s one critical, often overlooked aspect that can make or break a business’s ability to get to that level:...more

Farella Braun + Martel LLP

Two's A Crowd: The Pitfalls of Trademark Co-Ownership

Often, individuals joining together on a project believe they should each own the name they choose. Indeed, it only seems fair. But having multiple owners of a single trademark is a recipe for trouble, and the partners would...more

Quarles & Brady LLP

Oregon Enacts Legislation Placing Parameters on PE Involvement in Professional Medical Entities

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Oregon has put itself on the map as the first state to follow through with its efforts to curtail private equity (“PE”) control over professional medical entities (“PMEs”). Quarles has been reporting on increased efforts by...more

Nutter McClennen & Fish LLP

Beyond the Prompt: How Agentic AI is Reshaping Business and Law

Agentic AI refers to artificial intelligence systems capable of autonomously pursuing goals without requiring constant human intervention. Unlike traditional reactive AI – designed to respond to human prompts – agentic AI...more

Stikeman Elliott LLP

Five Things to Consider When Designing an AI Governance Program

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Although Artificial intelligence (“AI”) has been a matter of intense public interest for several years, few substantive laws regulate its use. Reasons for this include a lack of clarity about the scope of what needs to be...more

Goodwin

Crafting a Competitive LOI in Lower Middle Market M&A

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In the lower middle market — typically deals between $10 million and $100 million — the letter of intent (LOI) serves as a pivotal document that sets the tone for the transaction, shapes the seller’s expectations, and...more

Jones Day

Chapter 11 Filing Without Consent of Independent Director Dismissed as Unauthorized

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Courts disagree over whether provisions in a borrower's organizational documents or loan agreements designed to restrict or prevent the borrower from filing for bankruptcy are enforceable as a matter of federal public policy...more

Patton Sullivan Brodehl LLP

You Come at the LLC Manager, You Best Not Miss

In a popular TV series (The Wire), a well-known quote is: “You come at the king, you best not miss.” The idea is that if you’re taking the risk of attacking someone at the top, you better not miss your shot....more

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