The Briefing: Court Says “No Way” To 50 Cent’s Battle Over Skill House
From Rent to Rights: Building a Solid Lease Abstract
Protect Yourself and Your Business with Indemnification Understanding
Nonprofit Basics: Grant Agreements—Matching Grants, IP, Recoverable Grants & More
Nonprofit Basics: Grant Agreement Best Practices
What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
Money-Saving Licensing Tips for Startups
Impuesto de Timbre: Cuantía indeterminada
Expert or Arbitrator? — PE Pathways Podcast
The Briefing: Who Owns Jack Nicklaus? Lessons for The Creator Economy From a Brand Battle
Podcast - A Comparative Guide to Obtaining an FCL: DCSA vs. the Intelligence Community
Strategies for Business Resilience in Uncertain Times
Podcast - Colaborar por contrato... sí funciona
5 Key Takeaways | Artificial Intelligence: What Tax Professionals Need to Know
Consumer Finance Monitor Podcast Episode: How to Use the Restatement of Consumer Contracts - A Guide for Judges
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
Ways Organizations Can Pursue Legal Collections
Navigating Executive Orders: Strategies for Managing Stop Work Orders and Terminations
Trade Secrets in Hollywood: Lessons from Oscar-Nominated Films - Employment Law This Week® - Spilling Secrets Podcast
(Podcast) The Briefing – Creator Contract Liability When Your Platform Disappears: The TikTok Ban
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. Our Summer 2025 review examines these developments and provides practical...more
24 years on, the 1% break fee guideline set by the Takeovers Panel still remains standard practice....more
In Southgate Owners Corp. v. Esposito, 2025 N.Y. Slip Op. 32750(U) (Sup. Ct., N.Y. County July 24, 2025) (here), plaintiff sued defendant, a shareholder in its cooperative building, seeking a declaratory judgment that 80...more
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
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
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
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
Quelque chose de relativement rare s’est produit au premier trimestre de 2025 dans le domaine des fusions et acquisitions (« F&A ») de sociétés ouvertes au Canada : Une proposition prétendument « supérieure » à celle visée...more
The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more
On June 9, 2025, Governor Kotek signed Senate Bill 951, An Act Relating to the Practice of Health Care (“SB 951”), into law. This law strengthens Oregon’s existing Corporate Practice of Medicine (“CPOM”) restrictions by...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about....more
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
The High Court has ruled that earn-out calculations, emailed by the buyer to the sellers in relation to a share sale, were not validly communicated. Earnout calculations and notice provisions - Under an earnout provision...more
“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more
Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more
On January 28, 2025, the New York Appellate Division, First Department refused to enforce a contractual provision that required a tenant-shareholder to pay a co-op’s attorneys’ fees in all lawsuits that the tenant-shareholder...more
Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more
Medal v. Beckett Collectibles, LLC, C.A. No. 2023-0984-VLM (Del. Ch. Aug. 22, 2024). In denying a motion to dismiss, the Court of Chancery held that the plaintiff pled reasonably conceivable claims for breach of...more
New York’s appellate courts are breaking new ground in 2025. Until a month ago, I would have said that “deadlock” most certainly is not enough on its own to dissolve a New York LLC....more
L-5 Healthcare Partners, LLC v. Alphatec Holdings, Inc., C.A. No. 2019-0412-NAC (Del. Ch. Aug. 21, 2024) - In this post-trial decision, the Court found specific performance was the appropriate remedy for a breach of a...more
Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more
Effective August 1, 2024, the Delaware General Corporation Law (“DGCL”) was amended to include a new Section 122(18), pursuant to which corporations are expressly permitted to enter into contracts that: 1. restrict or...more
In Seavitt v. N-able, 321 A.3d 516 (Del. Ch. 2024), decided prior to the amendment of the Delaware General Corporate law to add Section 122(18), the Delaware Court of Chancery held that the “public nature of a charter” means...more
As we begin 2025 and set our goals for the new year (realistic or unrealistic), we outline some of the significant English court rulings from 2024 and the key lessons they offer for the year ahead. In 2024, the courts...more
You've spent years developing the idea, all-nighters and weekends building the business. You've courted investors and customers. You could never leave your company. Or could you?...more