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919 results found


K&L Gates | USA | 11 Dec 2018

Chancery Court Holds that Party Seeking Indemnification under Contract Procedure Loses Ability to Claim Excused Performance due to Material Breach

In Post Holdings, Inc., et al. V. NPE Seller Rep LLC, et al., Chancellor Andre G. Bouchard granted defendant NPE Seller Rep LLC’s (“Seller


Murtha Cullina LLP | USA | 29 Nov 2017

Is A Non-Compete Agreement In Connection With The Purchase And Sale Of A Family-Owned Business Enforceable?

In connection with the purchase of a family-owned business, the buyer may seek a non-compete agreement from the selling owners and certain family


Weil Gotshal & Manges LLP | USA | 27 Nov 2017

So You Think You Know What a “Definitive” Agreement Is?

Private equity deal professionals frequently enter into indications of interest, term sheets, letters of intent, and other preliminary agreements as


K&L Gates | USA | 19 May 2017

Failure to Make Demand to the Board of Directors Dooms 50 Owner’s Breach of Fiduciary Duty Claims Against Co-Owner

In Dietrichson v. Knott, C.A. No. 11965-VCMR (Del. Ch. Apr. 19, 2017), the Chancery Court dismissed the entire complaint brought by one member of a


Cummings Law Ltd | United Kingdom | 22 Aug 2016

Approaching insolvency-interests of creditors and duties to shareholders

In a recent case, BTI 2014 LLC v Sequana SA & others, the High Court was asked to consider the circumstances in which the directors of a company are


Pepper Hamilton LLP | USA | 14 Jul 2016

Western District of Virginia Confronts Several Legal Issues That Frequently Impact Multi-Party Construction Disputes - Economic Loss, Damage to Other Property, Third Party Beneficiary Status, Warranties, Subrogation, and Third-Party Joinder

This construction dispute case arises from a failed pipe connector that caused water damage to a facility and insured personal property, which Hillel


Marshall Gerstein & Borun LLP | USA | 14 Jul 2016

Shhh, It’s a Secret: Failure to Maintain Confidentiality Can Be Costly

On July 1, 2016, The Board awarded attorneys’ fees as a sanction for failure to comply with an agreed protective order. RPX Corp. v. Applications in


Weil Gotshal & Manges LLP | USA | 12 Jul 2016

Know When to Fold ‘Em - Texas Bankruptcy Court Enjoins Losing Bidder’s “Sour Grapes” Attempt to Bring Derivative Claims Under the Guise of Direct Claims

Today’s post covers a recent decision by the United States Bankruptcy Court for the Southern District of Texas in the Chiron Equities, LLC case. In


Hunton Andrews Kurth LLP | USA | 7 Jul 2016

Virginia LLC Update: Supreme Court of Virginia Clarifies Standard Used to Pierce the Veil of an LLC

On June 2, 2016, the Supreme Court of Virginia issued an opinion clarifying the standard courts should use when determining whether to pierce the veil


Pepper Hamilton LLP | USA | 6 Jul 2016

Court of Federal Claims Rules Contracting Officer’s Failure to Exercise Independent Business Judgment Renders Partial Termination for Conveniencea an Abuse of Discretion and Breach, but Holds Subsequent Termination for Cause of Remainder of Contract to Be Appropriate

Plaintiff Securiforce International America, LLC (“Securiforce”) was awarded a contract by the Defense Logistics Agency Energy (“DLA Energy” or the

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