The Briefing: Court Says “No Way” To 50 Cent’s Battle Over Skill House
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Protect Yourself and Your Business with Indemnification Understanding
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Artificial intelligence (AI) is transforming the way companies develop, deploy, and license technology. But with that transformation comes new intellectual property (IP) challenges that extend far beyond traditional software...more
When negotiating your organization’s contracts, you may be tempted to assume that including an insurance provision requiring your counter-party to maintain adequate policies covering their obligations to you is relatively...more
Join attorneys Sarah Sawyer and Russell Berger from Offit Kurman as they discuss indemnification clauses in contracts. They explain what indemnification means, its implications, and the importance of carefully reviewing and...more
Judge Andrea Masley of the Supreme Court of New York County rendered a decision in Bldg 44 Developers LLC. v. The Pace Companies of New York LLC, which is highly significant in the area of construction law for two reasons:...more
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
A statute of repose is a law that sets a fixed time limit after which a lawsuit cannot be brought regardless of when an alleged injury occurred or was discovered....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
Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more
Hedge clauses are provisions in investment advisory agreements that aim to limit an adviser’s liability for certain actions or outcomes. The U.S. Securities and Exchange Commission (the “SEC”) has expressed the position that...more
The Fifth Circuit’s recent opinions in Cimarex Energy Co., et al. v. CP Well Testing, L.L.C. (2022) and Century Surety Co. v. Colgate Operating, L.L.C. (2024) provide divergent interpretations of how the Texas Oilfield...more
Diamond Transp. Logistics, Inc. v. The Kroger Co., 101 F. 4th 458 (6th Cir. May 13, 2024) - The Sixth Circuit reviewed an indemnification agreement in a shipping contract to determine the definition of “sole negligence.”...more
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...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, warranties, and...more
Have you or your clients been sued by an individual or company seeking indemnity for damages allegedly incurred? Are you wondering how to combat and defend against such a claim?...more
Lately, it seems as though the most contentious legal issue in construction contracting revolves around indemnification clauses and the interrelated waiver of consequential damages. Owners customarily seek full defense and...more
As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more
Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more
An indemnification provision serves as a contractual remedy to redress a party’s (or third party’s) financial loss suffered as a result of a claim, breach, or some other event or condition set forth in the provision....more
In Short - The Background: Indemnity clauses are often included in contracts and can be extremely valuable, but they also raise many potential challenges to enforcing them, including state statutes, common law...more
In a decision with major implications for contractual indemnity provisions, the Supreme Court of Ohio recently ruled that an indemnity provision in a contract essentially abrogates any common law indemnity principles that...more
In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more
The plaintiff, a construction entity, originally contracted with the defendant to provide finished concrete products to a construction site. The defendant subsequently contracted with a third party (the subcontractor) to...more
In 2022, the influencer marketing industry was valued at US$16.4 billion, and that number is expected to grow to US$21.1 billion by the end of 2023. For brands who have not yet taken advantage of marketing through influencers...more