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Contract Terms Joint Venture

Pillsbury Winthrop Shaw Pittman LLP

Share Transfer Tripwire: Some Hidden Risks in Deed of Adherence Clauses

Certain provisions commonly found in joint venture and shareholder documentation for early-stage and investment companies are so ubiquitous that they are often accepted without negotiation or full consideration of their wider...more

Robins Kaplan LLP

A New York Partnership?

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In determining whether parties are, in fact, in a partnership depends on the conduct of the parties. Titles, labels, and disclaimers are often meaningless. Consider this scenario: In a New York City bar, two successful...more

Erise IP

Pitfalls of Co-Branding: How to Avoid Diluting Your Trademarks in Agreements

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Co-branding has helped mega worldwide brands increase their sales and their reach. BMW and Louis Vuitton partnered their luxury brands with the automaker creating an i8 sports car with space for a four-piece set of luggage...more

International Lawyers Network

Buying and Selling Real Estate in Massachusetts (Updated)

KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER MASSACHUSETTS LAW - I. STANDARD FORMS OF AGREEMENTS - A. Offer to Purchase sets forth buyer’s offer of price, date for closing, contingencies for inspections, financing etc....more

PilieroMazza PLLC

SBA Update: SBA Clarifies Protégés’ Past Performance and/or Experience Exception

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As PilieroMazza has been reporting, the Small Business Administration (SBA) recently issued a final rule updating and clarifying many regulations that impact small businesses. The revised regulations cover a wide range of...more

Goodwin

Key Considerations for Programmatic H&L Joint Ventures

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The joint venture (JV) model is a popular choice among investors for structuring their investments into hospitality and leisure (H&L) assets....more

A&O Shearman

No ink, no issue: can you enforce a contract you didn’t sign?

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A joint venture company was able to enforce a joint venture agreement despite not being a direct party or signatory to it. Canon Medical Systems, a manufacturer of medical imaging equipment, entered into an agreement with...more

Kerr Russell

Lordstown Motors Vs Foxconn: 3 Takeaways For Automakers

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As part of its bankruptcy filing, Lordstown sued its strategic partner, Taiwan’s Foxconn, for allegedly setting in motion the circumstances that drove Lordstown into bankruptcy. Lordstown’s lawsuit teaches valuable lessons. ...more

Bass, Berry & Sims PLC

Joint Venture Past Performance Can Be Gleaned from Previous Prime-Sub Relationships

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Over the last few years, the government has shifted away from lowest price technically acceptable valuations placing a larger importance on past performance. The past performance requirement can sometimes create obstacles for...more

Kaufman & Canoles

Jay-Z Agrees Settlement With Bacardi Over D’Usse

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In another example of successful entertainer turned mogul putting earnings to work in business investments, it was announced that Shawn “Jay-Z” Carter and Bacardi Ltd. have agreed to settle the long and bitter legal dispute...more

A&O Shearman

Absolute discretion? Absolutely!

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An express absolute discretion has been held to be just that. It was not restricted by any implied duty to act in good faith or Braganza-style duty....more

Benesch

Real Estate Joint Ventures Involving Private Equity Funds: Regulatory, Structuring, and Practical Considerations

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The real estate joint venture (JV) is an investment vehicle that marries investment or development competence on one hand with capital on the other to invest in a real estate platform. The investment or development competence...more

Ankura

[Webinar] The Key Fundamentals for Structuring Effective Joint Venture Transactions - October 5th, 7:00 am - 8:00 am PDT

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Joint venture deals have many complexities not found in a full acquisition – defining voting rights, governance structures, and operational roles just to name a few. In this webinar, we’ll focus on how companies can more...more

Hicks Johnson

How Do JOA Exculpatory Clauses Work Under Texas Law? Part Two: The Recent Decision in Bachtell Defines “Activities”

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As discussed in part one of this series, a Joint Operating Agreement’s (JOA) exculpatory clause relieves the designated “operator” from liability for certain conduct or activities. But, as explained by the Texas Supreme Court...more

Farrell Fritz, P.C.

A Lesson In Drafting Capital Call Provisions

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Those of us who follow the Delaware Chancery Court’s output are regularly treated to lengthy, detailed, finely crafted opinions sometimes in excess of 100 pages. Opinions of that length from our New York state court judges...more

Proskauer - California Employment Law

California Court of Appeal Publishes Opinion Upholding Customer Non-Solicitation Covenant

Despite California’s general hostility towards post-termination restrictive covenants, the California Court of Appeal, in a recently published opinion, Blue Mountain Enters., LLC v. Owen, 74 Cal.App.5th 537 (1st Dist. Jan....more

Farrell Fritz, P.C.

Joint Venture Agreements: For Better or For Worse; In Profit or In Loss

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Just like a bride and groom vow to join together for better or for worse, commercial parties joining together through a joint venture must make a similar promise to share in profits and losses. ...more

Patton Sullivan Brodehl LLP

Where Can a Wronged Deed of Trust Investor Sue?

When any real estate investment deal goes badly and ends in litigation, there are many reasons why a potential plaintiff may prefer one forum versus another, including the location of witnesses and documents, location of...more

White & Case LLP

2020 Summer review M&A legal and market developments

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We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Hogan Lovells

What's good for the goose – Hong Kong Court revisits iconic insolvency decision

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In a recent judgment, the Hong Kong Court reiterated the principles outlined in Kam Leung Sui Kwan v. Kam Kwan Lai [2015] 18 HKCFAR 501 (Yung Kee), the case concerning the famous roast goose restaurant in the heart of Hong...more

Littler

Revisiting Restrictive Covenants in a Commercial Setting: The California Supreme Court Applies a Less Aggressive Approach

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California is known for having the most aggressive approach among the states regarding restraints on profession, trade, and business. Specifically, California Business and Professions Code section 16600 codifies this...more

Hogan Lovells

GMCQ: Global Media, Technology and Communications Quarterly – Spring/Summer 2020

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COVID-19 and IT service provider contracts: A checklist for force majeure events - The COVID-19 pandemic, and the various restrictions that have been implemented in response to it, are causing extraordinary business...more

Winstead PC

Development JVs: Time for a 5-Point Inspection

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As we continue to experience and adjust to the impact of COVID-19, real estate development projects are particularly vulnerable.  Although the spectrum of concerns may vary among projects that are "in negotiation" versus...more

Hogan Lovells

Coronavirus FAQ: Key corporate and commercial considerations

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The global outbreak of the novel coronavirus COVID-19 is having profound implications for businesses all over the world. A Hogan Lovells team of corporate and commercial lawyers from the United Kingdom, United States, and...more

Hogan Lovells

No pain, no gain – English court finds that interim payments under a joint venture contract should not be adjusted for cost...

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Construction companies entering into joint venture (JV) contracts should be cautious of entering into agreements where the responsibility for, and timing of cost overruns is not tightly specified, to avoid unexpected...more

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