Balch’s Decision Dive: Texas Trial Court Struck Down the FTC’s Noncompete Rule
Making the Lawyer-Client Relationship Work in Challenging Litigation – Speaking of Litigation Video Podcast
JONES DAY PRESENTS®: Employer Options in a Non-Noncompete World
#WorkforceWednesday: Navigating Physician Non-Compete Litigation - Employment Law This Week® - Spilling Secrets Podcast
Unraveling the Concept of Garden Leave: Insights From Silicon Valley — Hiring to Firing Podcast
Trade Secret Litigation: The Power of Protection
Viaje al Pasado Legal: Una Reclamación en Piedra
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
The SaaS Tacks – The Ins and Outs of Negotiating SaaS Contracts
Energy Contracting and the Hidden Power of the Force Majeure Clause - Energy Law Insights
Do You Need an Arbitration Clause in Your Energy Contract? Pros and Cons
#WorkforceWednesday: Attention Employers - How to Protect Trade Secrets in California - Employment Law This Week® - Spilling Secrets Podcast
Bar Exam Toolbox Podcast Episode 226: Listen and Learn -- More Contract Defenses
Terminating Your Physician Employment Contract: Knowing your Exit Strategy
The Labor Law Insider: Non-Disclosure and Non-Disparagement Agreements under Fire: A New Board Decision and a New General Counsel Memorandum, Part II
Bar Exam Toolbox Podcast Episode 213: Listen and Learn -- Material Breach vs. Minor Breach (Contracts)
The Labor Law Insider: Non-Disclosure and Non-Disparagement Agreements under Fire: A New Board Decision and a New General Counsel Memorandum
Chambliss Update – NLRB Decision Alters Landscape for Employee Severance Agreements
DE Under 3: New NLRB Decision Prohibits Virtually All Employment Confidentiality and Non-Disparagement Clauses, Nationwide
Guest Starr Discusses The Research Behind the FTC’s Proposed Noncompete Ban (Fairly Competing, Episode 21)
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
It is no secret that a representations and warranties (R&W) insurer’s underwriting focus is informed by industry-specific risks and claims experience. For manufacturing businesses, aligning the buyer’s diligence plan and the...more
When acquiring or selling a company, many nuances exist in various stages of the process, some of which are not readily apparent on their face. One of those nuances is the interplay between accounts receivable and working...more
Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more
Any acquisition involving a small business government contractor comes with a host of questions concerning what effect, if any, the transaction may have on the small business’s size and status post-closing. ...more
The food industry is generally considered recession-resistant and less susceptible to economic downturns than other sectors, making it an attractive investment for private equity firms seeking stable returns. The increasing...more
Now that we are halfway through 2023, it’s a good time for a representations and warranties (R&W) claims trend update. Overall, the rate of claims has been relatively consistent with previous years, while the number of claims...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
Chancery Court Provides Additional Guidance on Disclosure Requirements for Corwin Analysis - One of the most significant decisions of the Delaware Chancery Court in the last 15 years was the court’s ruling in Corwin v....more
ITG Brands LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Sept. 30, 2022) - Plaintiff acquired four cigarette brands from the defendant under an asset purchase agreement. Prior to entering into the APA, the...more
Mergers and acquisitions have many moving parts, both before the transaction is completed and after the deal has closed. Having a reps and warranties insurance policy can make things easier for an insured if problems arise...more
Though reps and warranties insurance policies are becoming increasingly common in the mergers and acquisitions (M&A) world, there is much less familiarity with the handling of any resulting claims. Even seasoned clients and...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
Just as representations and warranties (R&W) policies are very different from most other insurance products, so too are R&W claims, as they of course arise out of the terms of the policy. These policies provide coverage for a...more
The decision leaves the door open for buyers to argue that inflexible ordinary course covenants can provide a basis to terminate a transaction in which a seller does not suffer an MAE. Key Points: ..The Delaware Court...more
Braga Investment & Advisory, LLC v. Yenni Income Opportunities Fund I, L.P., C.A. No. 2017-0393-AGB (Del. Ch. June 8, 2020) - In this post-trial opinion, the Court of Chancery held in favor of defendant Yenni Income...more
Investments in private companies by way of share purchases from existing shareholders (secondary transactions) raise a unique set of complexities, which are often overlooked. Share issuances in company-led financing rounds...more
M&A update – Sellers and buyers who have completed transactions within the past several years should take note of Gov. Andrew Cuomo’s Executive Order 202.8, tolling the statutes of limitations for all claims through April 19....more
The novel coronavirus (COVID-19) has already proven to have profound social, political and economic effects on the world, impacting nearly every continent, community and business sector. With the growing uncertainty about...more
Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more
The second program in our new webinar series will outline the key real estate concerns within your M&A transaction. In particular, our speakers will review best practices in structuring a transaction, negotiation and closing...more
...The sale process doesn’t happen overnight, and there are many things before the sale that can greatly impact the sale. However, positioning your business in the best possible ways for sale has a wide range of meaning....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 Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more
It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more