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Archive by tag: P.CReturn

Seller Beware: “Ordinary Course” and “Material Adverse Effect/Change” in the Age of COVID-19

In late November of last year, the Court of Chancery in Delaware handed down a decision in a case called AB Stable VIII LLC v. MAPS Hotels and Resorts One, LLC ......By: Farrell Fritz, P.C.
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Farrell Fritz, P.C. | Feb 06,2021 |

Re-Revisiting The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations

Three weeks ago, I wrote about the Bak v Rostek case in Brooklyn Supreme Court addressing the duty to disclose third-party offers amidst buy-out negotiations between co-owners....By: Farrell Fritz, P.C.
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Farrell Fritz, P.C. | Feb 02,2021 |

COVID-19 and Construction: Cal/OSHA Emergency Temporary Standards Address Issues for Industry Employers

The California Division of Occupational Safety and Health (Cal/OSHA) recently updated its frequently asked questions (FAQs) guidance, “COVID-19 Emergency Temporary Standards Frequently Asked Questions”. The FAQs clarified some areas of the regulation and provided additional guidance for California employers, particularly construction companies....By: Ogletree, Deakins, Nash, Smoak & Stewart,
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[Video] Mergers and Acquisitions - Key Issues in Today's M&A Deals

From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care, logistics, and technology. No matter your size or role in the deal, you are likely striving to keep up with all the moving parts of today's transactions. This short M&A educational video highlights how to navigate mergers and acquisitions. Laura McKinney and Jed Roebuck,......
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The Farro Litigation: The Rest of the Story

In last week’s New York Business Divorce, Peter Mahler wrote about an important new decision with far-reaching implications for New York LLC owners....By: Farrell Fritz, P.C.
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Farrell Fritz, P.C. | Jan 26,2021 |

Why Private Capital and Crowdfunding Markets Should be Nervous about President Biden’s Regulatory Freeze

A freeze on government regulation is generally perceived by most people as being a positive development for private enterprise.  Not necessarily so, however, when the regulation being frozen is itself a reform of preexisting regulatory burdens....By: Farrell Fritz, P.C.
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Farrell Fritz, P.C. | Jan 25,2021 |

Groundbreaking Appellate Ruling Boosts LLC Cash-Out Mergers

For law bloggers, if there’s one thing more satisfying than writing about an important new court decision, it’s writing about an important new court decision that you won for your client....By: Farrell Fritz, P.C.
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Farrell Fritz, P.C. | Jan 18,2021 |

Commercial Division Recognizes Successor Liability as Separate Cause of Action, Not Just a Theory of Liability

“Successor liability”, is it a theory or distinct claim or cause of action? In a recent decision, Justice Sherwood analyzed the applicability of successor liability as a distinct cause of action, rather than merely a theory of liability in New York.  In Meyer v Blue Sky Alternative Investments LLC, plaintiff Meyer moved to amend his…...By: Farrell Fritz, P.C.
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Farrell Fritz, P.C. | Jan 15,2021 |

Supreme Court (Finally) Will Address School Discipline for Off-Campus, Online Student Speech

In 2017, a high school cheerleader learned she had not made the varsity team and turned to Snapchat. She posted a picture of herself and a friend, middle fingers up, with the text “f— school f— softball f— cheer f— everything.” She was subsequently suspended from the Junior Varsity cheer team....By: Franczek P.C.
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Franczek P.C. | Jan 14,2021 |

The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations, Revisited

In 2011 and 2012, the New York Court of Appeals decided a series of difficult cases addressing the circumstances under which a contractual waiver or release included in a buyout or other agreement between co-owners of closely held firms provides insulation from subsequent claims for breach of fiduciary duty or fraud......By: Farrell Fritz, P.C.
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Farrell Fritz, P.C. | Jan 11,2021 |
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