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Corporate Counsel Contract Drafting

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

Esquire Deposition Solutions, LLC

How AI Is Helping Corporate Legal Departments

According to a recent survey, artificial intelligence gained a significant foothold in corporate legal departments in 2025, where it is being used mostly for contract drafting and review, legal research, and document...more

ArentFox Schiff

Don’t Take Your Forum Selection Clause for Granted

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It seems like every few months I hear about a situation where a company can’t enforce a forum selection clause as anticipated because of how it was drafted. Recently, an individual named Sidharth Lakhani fell victim to this...more

Foley & Lardner LLP

Complying With Recent Guidance From Delaware Courts Regarding Enforcement of Noncompetes

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In line with the national trend making noncompetes more difficult to enforce, a number of Delaware courts have recently refused to “blue pencil” overbroad noncompetition agreements and have stricken them in their entirety. As...more

Morgan Lewis - Tech & Sourcing

Drafting Contracts with ChatGPT

OpenAI has introduced its artificial intelligence (AI) language model, ChatGPT, to the world. ChatGPT interacts with users in a conversational manner to create human-like text in response to prompts. The use cases of this...more

BakerHostetler

Delaware Court Raises Eyebrows by Striking Down Noncompete in Sale Transaction

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The Delaware Court of Chancery (the Court) has raised eyebrows with a recent decision, in the case of Kodiak Building Partners, LLC v. Adams, to strike down a noncompetition covenant binding upon a seller in a sale...more

Frantz Ward LLP

Episode 20 | Reading the Fine Print: Making Your Terms and Conditions Match Your Business Goals and Risks

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As Pete Seeger said, "Education is when you read the fine print; experience is what you get when you don't." As world events continue to have lingering impacts on the transaction of business, some companies are learning the...more

Husch Blackwell LLP

Delaware Chancery Court Decisions Outline Important Drafting Points for Earnout Terms in M&A Transactions

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Overview- Earnout provisions give sellers of a company rights to additional consideration if the acquired business achieves certain financial goals or specified milestones post-closing. Earnouts are often used to bridge...more

Bilzin Sumberg

New Jersey Court Rules “Acts of War” Insurance Policy Exclusion Inapplicable to Russian Malware Attack

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Pharmaceutical giant Merck won a major victory over its insurance carrier in New Jersey Superior Court recently. Merck’s victory means its carrier is liable to pay out up $1.4 billion to Merck for alleged losses arising out...more

Holland & Knight LLP

Shall We Consider the Use of the Word "Shall" Again?

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Holland & Knight recently advised on the use of the word "shall" in legal documents. If the authors' arguments in the June 6, 2021, blog post, "Canceling the Word 'Shall' in Leases, Contracts and Legal Forms," were not...more

Spirit Legal

[Webinar] Datenintensive Technologien und Anwendungen rechtskonform gestalten - March 25th, 9:30 am - 3:00 pm CET

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Gerade für Juristen ist Begeisterung für und ein Verständnis von Branchen, Geschäftsmodellen und Technologien – gerade vor dem Hintergrund des Datenschutzrechts und des Gewerblichen Rechtsschutzes – unerlässlich und...more

Littler

Supreme Court of Canada Clarifies Duty to Exercise Contractual Discretion in Good Faith

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In 2020, the Supreme Court of Canada (SCC) heard arguments in Wastech Services Ltd. v. Greater Toronto Sewage and Drainage District, 2021 SCC 7 (Wastech) and C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (Callow), both of which...more

Bowditch & Dewey

[Webinar] New Contracts: Pandemic Impact on Contract and Transaction Due Diligence - October 27th, 3:00 pm - 4:00 pm ET

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During times of economic turbulence and commercial uncertainty, your business team and corporate counsel are well advised to undertake a more deliberate and thorough due diligence process when entering into contract and...more

Robins Kaplan LLP

[Webinar] From Contract To Courtroom: Lessons Learned In Contract Litigation And Trials - September 30th, 11:00 am - 12:00 pm PT

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What can we learn from past contracts, good and bad, and how they played out in the courtroom? In this presentation, seasoned-in-house counsel, trial attorneys, and a jury consultant will examine lessons learned in litigation...more

Payne & Fears

NLRB Enforces Strict Requirements for Savings Clauses in Employee Arbitration Agreements

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The National Labor Relations Board (“NLRB” or “Board”) has recently issued a half-dozen decisions addressing the lawfulness of employee arbitration agreements. Employers should not ignore this body of law, which applies to...more

BCLP

Five Steps for Drafting an Effective “Extenuating Circumstances” Cancellation Policy for Your Consumer Contracts in the United...

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As local and national regulations seek to “lower the curve” of infections of the COVID-19 illness, they have forestalled a host of consumer transactions, most notably those regarding travel, hospitality, and community...more

White & Case LLP

Ahead of the pack: US M&A 2019: Key dealmaking decisions from Delaware and New York

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We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more

Nilan Johnson Lewis PA

In-House Lawyers Can Be Subjected to Restrictive Covenant Agreements, A Recent Decision Suggests

Lawyers generally believe non-competes don’t apply to the profession.  That’s mostly true, including for in-house counsel.  A recent court decision calls this into question....more

McAfee & Taft

Ruling offers guidance for companies seeking injunctions to protect trade secrets

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Customers, trade secrets, and proprietary information are the lifeblood of any company. For this reason, companies routinely have employees sign confidentiality agreements and, to the extent they are enforceable,...more

FordHarrison

Non-Compete News: Is Your Non-Compete Clause Too Broad? An Illinois Court Offers Guidance

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When drafting restrictive covenants, employers face a common dilemma about the scope of activities to be restrained. On the one hand, highly focused non-compete language tends to be more enforceable but might not protect the...more

Winstead PC

2018 Employment Handbook Review: 8 Key Policy Updates

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With the start of the new year right around the corner, it is the perfect time for employers to dust off their employee handbooks and consult with counsel on policy updates. Many policies remain the same year after year....more

Troutman Pepper Locke

Your Own Agreements Can Be Your Worst Enemy in IC Misclassification Cases

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Companies that use independent contractors (ICs) typically require ICs to sign a contractor agreement prepared by the company. But, if it is drafted like the one reviewed in late September by the U.S. Court of Appeals for the...more

Nutter McClennen & Fish LLP

Recent Decisions Highlight Courts’ Reluctance to Modify Overbroad Non-Compete Provisions

In what may be a trend, several courts around the country this year have embraced strict interpretations of non-compete agreements, refusing to blue pencil or equitably reform overbroad or unreasonable clauses in non-compete...more

Troutman Pepper Locke

Court Grounds the Use of Unbargained-for Warranty Disclaimers

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The Pennsylvania Superior Court’s decision in Allen-Myland, Inc. will likely increase liability exposure for manufacturers. In a case of first impression, the Pennsylvania Superior Court recently rejected the...more

Parker Poe Adams & Bernstein LLP

Fourth Circuit: Courts, Not Arbitrators, Decide the Availability of Class Arbitration

A decision allowing class-wide arbitration can transform a routine dispute into a “bet the company” problem. Who makes that decision: an arbitrator or a court? The Fourth Circuit Court of Appeals answered that question...more

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