Articles: 1-10 of 239
The Dreaded Right of First Refusal and the “Packaged” Asset Deal
USA - May 25 2023 An important aspect of the diligence involved in acquiring a business is identifying any third party rights that could potentially delay, hinder or…
Retained Liabilities: Expiration of an Indemnification Obligation Respecting a Retained Liability Does Not Impose the Retained Liability Upon the Indemnified Party
USA - May 16 2023 Why should deal lawyers read cases? The answer is simple: “Good transactional lawyers … ‘study past disputes in order to draft contractual provisions…
SEC Adopts Amendments to Form PF
USA - May 9 2023 On May 3, 2023, the SEC adopted significant amendments to Form PF, the confidential reporting form completed by registered private fund advisers for…
Representing a Portfolio Company: Delaware Law Declares that the Entire Board, and Any Shareholder Who Appointed a Specific Member of the Board, are all Joint Clients
USA - April 10 2023 Members of the Board of a Delaware corporation owe fiduciary duties to the corporation and all of the corporation’s shareholders. This is true even…
Testing Your Fluency in the “Secret Language” of Choice-of-Law/Forum-Selection Clauses
USA - February 27 2023 The decision as to which law applies in resolving a dispute arising from or related to a contract can be outcome determinative—i.e., a claim may be…
SEC Proposes New Investment Adviser Safeguarding Rule to Enhance Protections of Advisory Client Assets
USA - February 17 2023 On February 15, 2023, the SEC proposed to amend and redesignate Rule 206(4)-2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers…
SEC’s Division of Examinations Announces 2023 Examination Priorities for Private Fund Sponsors
USA - February 9 2023 On February 7, 2023, the SEC's Division of Examinations ("Division" or "EXAMS") issued its examination priorities for 2023. The Division highlighted…
Non-Competes and Forfeiture-for-Competition Provisions - The Reasonableness Override Under Delaware Law
USA - January 17 2023 Delaware courts are regarded as reliably contractarian in their interpretation and enforcement of written agreements. That means that Delaware courts…
SEC Clarifies Position on Presentation of Net Returns Under New Marketing Rule
USA - January 12 2023 On January 11, 2023, the SEC’s Division of Investment Management published responses to certain frequently asked questions (FAQs) related to Rule…
New Cases Shed Further Light on the Limits of Non-Recourse Provisions
USA - November 21 2022 Two recent Delaware court decisions have highlighted the continuing risk to private equity sellers, and their deal professionals, of “the regrettably…
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