Legal News

The negotiation of an engineering, procurement and construction (EPC) agreement for a battery energy storage systems (BESS) project typically surfaces many of the same contractual risk allocation issues that one encounters in the negotiation of an EPC agreement for a solar or wind project. However, there are several issues that merit special attention in the context of an EPC agreement for BESS projects. Originally published in PV Magazine - June 22, 2020....By: Farella Braun + Martel LLP

The UK government has tabled changes to the Enterprise Act 2002 to expand the circumstances in which the government will be empowered to review foreign takeovers of UK companies. The new rules will allow the government to intervene in foreign takeovers of businesses that are directly involved in the Coronavirus response. Preserving the UK’s Coronavirus-critical companies - In recognition of the vulnerable state that the COVID-19 outbreak has left many businesses, the government laid...By: Wh...

In re Oracle Corp. Derivative Litigation considered whether a fiduciary for an acquired entity can aid and abet breaches of duty by a fiduciary for the buyer.  Theoretically yes, almost anything is possible.  But what if the breach of duty relates only to the buyer paying the seller too much?...By: Stinson - Corporate & Securities Law Blog

Introduction - Arbitration is simple. Parties select a person or persons — the arbitrator(s) — whose expertise or judgment they trust to resolve their differences in a privatized forum. After each party puts on their case, the arbitrator(s) consider the arguments and evidence and renders a binding decision. Originally published in Dispute Resolution Journal (June 2020, Vol. 74, No. 3). Please see full Publication below for more information....By: Pepper Hamilton LLP

P.A.L. Environmental Safety Corp. v. North American Dismantling Corp. Et Al., No. 19-11630, 2020 BL 198779 (E.D. Mich. May 28, 2020) - A Michigan federal court partially granted Consumers Energy Company’s (“CEC”) motion to dismiss P.A.L. Environmental Safety Corporation’s (“PAL”) complaint alleging numerous causes of action in connection with its suit against CEC and contractor North American Dismantling Corporation (“NADC”) for outstanding payment stemming from asbestos abatement work ...

Since the start of the COVID-19 pandemic, several buyers in M&A transactions have sought to avoid closing on a transaction alleging that the seller experienced a material adverse effect (MAE) or breached interim operating covenants between signing and closing. A MAE is typically defined in the definitive agreement and can be a heavily negotiated point and interim operating covenants have historically been tied to operating in the ordinary course......By: White and Williams LLP

As regular readers of the blog surely are aware, there are few provisions in an LLC or shareholders agreement more likely to be the focus of dispute than the buy-sell provision. Most times, these disputes expose a flaw in the language of the buy-sell provision itself....By: Farrell Fritz, P.C.

Welcome to Weil, Gotshal & Manges LLP’s survey of private investments in public equity transactions (“PIPEs”) in the United States. In preparing this survey, we reviewed and analyzed the material terms of 9 PIPEs announced between January 1, 2019 and December 31, 2019 involving private equity sponsors or financial investors making investments of at least $100 million. Specifically, the 9 surveyed transactions included the following issuers: - DraftKings Inc. - Ardelyx, Inc. - Verint Syste...

Belief in a strong case is not a good enough reason to refuse settlement overtures. So held the court in DSN v. Blackpool Football Club Ltd [2020] EWHC 670 (QB). The defendant had been found vicariously liable for sexual acts carried out on the claimant by an individual associated with the defendant. Damages were agreed but the court was asked to consider whether the claimant should be awarded costs on the standard or more punitive indemnity basis (amongst other issues)....By: Dentons

As the U.S. heads into another major economic downturn, one type of property has bubbled to the top of every real estate investor’s mind: distressed assets. During the last recession, U.S. commercial property prices fell by 35%, only to more than double over the course of the next decade, powering substantial gains for investors who were willing to take the chance on purchasing them....By: Goulston & Storrs PC