On July 21, 2025, the California Supreme Court issued an opinion in EpicentRx, Inc. v. Superior Court of San Diego County, overturning the lower courts’ decision to decline enforcement of a forum selection clause requiring...more
If you're selling UK property owned by a Guernsey company, HM Land Registry will likely require a legal opinion, commonly known as a TR1 legal opinion, from Guernsey lawyers before registering the conveyance. This briefing...more
Last week, the Court of Appeals of Virginia issued a significant 24-page opinion in David Tidwell, et al. v. Kenneth. M Goldsmith, et al., Record No. 0629-24-1 and Record No. 0666-24-1, in consolidated cases concerning the...more
Below are summaries of two claim construction opinions issued out of the Eastern District of Texas in May 2025....more
Advocate General Spielmann opines that personal data can be pseudonymous in the hands of one party and anonymous in the hands of another....more
With just over two weeks to go until the global fund finance community gathers in Miami, the time seems apt to revisit some topics that bankers and attorneys encounter in some commonly seen non-US fund finance jurisdictions....more
Each year, Take the Fifth blog compiles and analyzes key statistics from the opinions issued by the U.S. Court of Appeals for the Fifth Circuit. While the Fifth Circuit itself compiles and releases statistics on a...more
In all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms. In addition to relying...more
As I’m no longer compelled to talk my book (in fact, I actually don’t have a book), I can now talk critically about legal opinions. Not to bury the lede, but I am of the view that much of our transactional opinion practice...more
Feeding local opinion counsel a full plate of information early in the engagement will help local opinion counsel take some of the heat off of borrower’s lead counsel during the typical hurry-up-and-wait process of getting...more
REM OA Holdings LLC v. Northern Gold Holdings LLC, C.A. No. 2022-0582-LWW (Del. Ch. Sep. 20, 2023) - Delaware is a contractarian state and the presumption is that parties are bound by their agreements. That presumption...more
Courts continue to measure that fine line between reliable expert testimony and legal opinion that patent experts constantly walk on. In a recent opinion, the Eastern District of Texas denied a patentee’s motion to exclude...more
Title insurance is a popular form of protection for residential and commercial real estate buyers and their lenders against title-related issues that may arise after closing. It provides peace of mind for all parties...more
Before trying to decide if it makes sense to get a second opinion on a fairness opinion, it’s necessary to understand why fairness opinions started and how they have evolved over the years. Fairness opinions are closely tied...more
A recent U.S. District Court for the District of Delaware opinion, In re TPC Grp. Inc., provided another instance of an uptiering transaction withstanding legal scrutiny and provides further support for the view that courts...more
Under the Biden Administration, the FTC and DOJ have voiced a commitment to an expansive enforcement of antitrust law. The recent confirmation of Judge Ketanji Brown Jackson to assume Justice Breyer’s position on the Supreme...more
A legal opinion is often one of the closing conditions for a venture financing of a US, particularly Delaware-incorporated, company. Founders of these companies will often ask us, “what is a legal opinion?” and “why do...more
Three years have passed since the last “Dear Scrivener,” my personal legal writing and grammar advice column, and the Scrivener mail bag and inbox are over capacity. Actually, these days most questions come in by telephone or...more
The Congressional Oversight Commission released its 12th report on April 30. The report focuses on a $700 million loan to trucking company Yellow Corporation (formerly known as YRC Worldwide) under the CARES Act loan program...more
Most of us, even old-timers, changed the way we practiced law when the Coronavirus pandemic hit. We stopped going to the office (as much), we worked remotely (a lot), and we video-conferenced a whole bunch (before March 13,...more
Market Trends: What You Need to Know - One of the most pronounced practice-related trends in private company merger and acquisition transactions is the near-disappearance of target legal opinions as a closing deliverable. ...more
The FDIC and OCC have issued new guidance for banks on heightened cybersecurity risks facing the financial services industry because of increased geopolitical tensions and threats of aggression. The guidance published on...more
The 2011 reform that introduced the special proceedings on commercial transactions and arbitration to Mexico's Code of Commerce was intended to regulate on a more expedited and efficient manner the judicial intervention for...more
On December 30, 2019, the California Department of Business Oversight (DBO) announced two actions regarding companies offering unregulated, point-of-sale financing to California residents. In the first action, the DBO...more
As mentioned in my post last week, the Department of Business Oversight issued a press release shortly after Christmas announcing that it had issued a "legal opinion" concerning whether a point-of-sale product constitute...more