Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more
8/27/2024
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Cause of Action Accrual ,
Contract Terms ,
Delaware ,
Mergers ,
Purchase Agreement ,
Representations and Warranties ,
Sellers ,
Statute of Limitations ,
Survival Clauses
On the third day of Christmas, Microsoft Corp. (“Microsoft”) and OpenAI, Inc. (together with its named affiliates, “OpenAI”) didn’t get any French hens: Instead, the software giant and leading artificial intelligence research...more
1/22/2024
/ Artificial Intelligence ,
Copyright ,
Copyright Infringement ,
Copyright Litigation ,
Fair Use ,
Intellectual Property Litigation ,
Intellectual Property Protection ,
Machine Learning ,
Popular ,
Technology ,
The Copyright Act ,
Transformative Use
On July 26, 2023, the Securities and Exchange Commission (“SEC”), in a 3-2 vote, issued a release (the “Release”) containing proposed rules to address conflicts of interest associated with broker dealers’ and investment...more
9/14/2023
/ Artificial Intelligence ,
Broker-Dealer ,
Comment Period ,
Conflicts of Interest ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investors ,
Policies and Procedures ,
Predictive Analytics ,
Proposed Rules ,
Recordkeeping Requirements ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Technology
Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or...more
3/8/2023
/ Acquisitions ,
Buyers ,
Contract Drafting ,
Contract Negotiations ,
Earn-Outs ,
M&A Brokers ,
Mergers ,
Purchase Agreement ,
Purchase Price ,
Risk Mitigation ,
Sellers ,
Selling a Business
“And I heard ‘em say, ‘nothin’ ever promised tomorrow today”; that is, unless, that promise was memorialized into a properly drafted and negotiated brand licensing agreement. Brand licensing agreements are essential for...more
12/27/2022
/ Brand ,
Copyright Ownership ,
Endorsements ,
Influencers ,
Intellectual Property Agreements ,
Intellectual Property Litigation ,
License Agreements ,
Licensing Rules ,
Morals Clauses ,
Patent Ownership ,
Popular ,
Standard Contractual Clauses ,
Trade Secrets ,
Trademark Ownership ,
Trademarks
From multinational corporations to franchises to non-profits, there is a lot that goes into building your brand and a positive brand association among consumers. As a company looks to growth strategies, it will consider...more
10/10/2022
/ Brand ,
Business Development ,
Business Strategies ,
Franchise Agreements ,
Intellectual Property Protection ,
License Agreements ,
Licensing Rules ,
Risk Management ,
Third-Party ,
Trade Dress ,
Trademark Licenses ,
Trademark Litigation ,
Trademark Ownership ,
Trademarks