Bar Exam Toolbox Podcast Episode 274: Listen and Learn -- UCC Expectation Damages (Contracts)
Viaje al Pasado Legal: Una Reclamación en Piedra
Bar Exam Toolbox Podcast Episode 213: Listen and Learn -- Material Breach vs. Minor Breach (Contracts)
Law Brief®: Rich Schoenstein and Robert Heim Discuss Musk v. Twitter
4 Key Takeaways | The Future of Construction, Infrastructure and Energy Disputes in the Endemic Age
It’s Lit? Insight into the Increase in Cannabis-Related Litigation in California
Is There Liability for Terminating Contracts Related to Russia?
Basics of a Healthcare Contract: When Do You Actually Have One and What Happens if It's Breached?
Beyond Regulations: Hospice Business Contracts and Contract Disputes
Podcast - The Briefing from the IP Law Blog: Say NFT Again – I Dare You: Miramax Sues Quentin Tarantino Over Plans to Sell “Pulp Fiction” NFT
The Briefing from the IP Law Blog: Say NFT Again – I Dare You: Miramax Sues Quentin Tarantino Over Plans to Sell “Pulp Fiction” NFT
Monthly Minute | Global Supply Chain Issues
Protect Your Construction Project: Top 10 Insurance Provisions to Know
Bar Exam Toolbox Podcast Episode 119: Listen and Learn -- Anticipatory Repudiation (Contracts)
Bar Exam Toolbox Podcast Episode 95: Listen and Learn -- Promissory Estoppel
Bar Exam Toolbox Podcast Episode 93: Listen and Learn -- Constructive Eviction
AF COVID-19 Podcast: Mediation & Force Majeure
Blakes Continuity Podcast: Litigation Fever – Part I: What Lies Ahead?
Law School Toolbox Podcast Episode 245: Listen and Learn -- Promissory Estoppel
K&L Gates Triage: Reading the Fine Print: A Closer Look at the Proposed Regulation over Arbitration Clauses in Long-Term Care Resident Agreements
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more
Representations and warranties play a crucial role in business transactions and are commonly used in merger and acquisition agreements to allocate risk between sellers and buyers. Accurate representations and reliable...more
Misbehaving children? Blame the parents, right? Not so in the corporate context, at least according to Manhattan Commercial Division Justice Robert R. Reed in a recent decision, Memorial Sloan Kettering Cancer Ctr., v....more
A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more
Representations and warranties (R&W) insurance covers a breach of the reps and warranties contained in the purchase agreement governing a merger or acquisition. Since reps and warranties insurance policies are...more
We’re excited to introduce Navigating, a new webcast series created to assist clients and friends of the firm in navigating the new normal – whether that be navigating through pandemic-related issues, new industry dynamics,...more
Acquisition agreements customarily address risk associated with significant downward changes to the target’s business prior to closing through a variety of provisions, including through the use of the “material adverse...more
On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more
On October 1, in Akorn v. Fresenius Kabi, the Delaware Court of Chancery for the first time found that a material adverse effect — or MAE — had occurred in a merger transaction, which, combined with other breaches of the...more
In this post, we summarize some of the highlights from AIG’s recently published Mergers and Acquisitions 2018 Claims Report, and include our own observations on the role that Representations and Warranties Insurance (R&W...more
The question of when parties to a potential transaction actually become bound to each other is obviously an important one, and sometimes the answer can be surprising, or less than entirely clear. A recent Texas Court of...more