Legal News

In Delaware, a robust and properly placed disclaimer of reliance clause can effectively eliminate claims of fraudulent or negligent misrepresentation arising from extra-contractual statements made by or on behalf of a seller during the negotiation of a written acquisition agreement. And an effective exclusive remedy clause can limit the remedies available for any inaccuracy in the package of contractual representations and warranties that were expressly bargained for in that written acquisition....

The COVID-19 pandemic has already been declared as history's gravest economic crisis. Chancellor Angela Merkel described the current situation as "the most challenging crisis we have faced since the Second World War." But history also shows numerous ways that crises have offered unexpected benefits for societies and world economy....By: Orrick, Herrington & Sutcliffe LLP

Since the release of our recent article “Poison Pills, NOL Poison Pills and the COVID-19 Pandemic” in midApril, we continue to see a surge in the number of companies implementing poison pills (also referred to as shareholder rights plans), a type of defensive tactic used by a corporation’s board of directors against a hostile takeover bid. Please see full Publication below for more information....By: Robinson & Cole LLP

As businesses in the real estate industry grapple with the fallout of the coronavirus pandemic, disputes are on the rise. Understanding your contractual rights early on can help you minimize your litigation risks and exposure and position your business for the best possible outcome if a dispute arises. Farella’s Real Estate Webinar Series will help you better understand your rights and the steps you can take to mitigate the construction, insurance, and landlord-tenant issues that the pandemic...

COVID-19 has had a significant financial impact on many listed companies and, in recent months, there has been a marked increase in equity capital raises by listed companies. As at 22 July 2020, there have been over 100 secondary equity fundraisings in excess of £10 million on the Main Market and AIM since the COVID lockdown period began. Some have had to raise emergency capital, on short notice and often at significant discounts, whereas others have sought to shore up their balance sheets as......

In late July, the Committee on Foreign Investment in the United States (CFIUS) released its Annual Report for 2019, providing insight into recent CFIUS trends. This included encouraging results on CFIUS outcomes for declarations assessed under the CFIUS Pilot Program and Japan taking over as the country most represented in CFIUS filings—breaking China’s nearly decade-long streak. There have also been a number of developments related to the Trump Administration’s concerns regarding TikTok, a.....

Apple has removed spectacularly popular video game Fortnite from its App Store after accusing maker Epic Games of violating App Store Guidelines. Specifically, Epic has been encouraging users to make app payments directly to Epic rather than going through Apple or Google (where the tech giants take a 30% fee), citing Apple’s alleged “unreasonable restraints” and “unlawful[] 100% monopoly over the iOS In-App Payment Processing Market”....By: Robins Kaplan LLP

The Williams Cos., Inc. v. Energy Transfer LP, C.A. No. 12168-VCG (Del. Ch. July 2, 2020) - The Court of Chancery will enforce a merger agreement’s plain and unambiguous terms, including parties’ agreed-upon conditions for liability of a termination fee....By: Morris James LLP

Le 29 juillet 2020, le Bureau de la concurrence du Canada (le « Bureau ») a publié une version préliminaire des Lignes directrices sur la collaboration entre concurrents (l’« ébauche de lignes directrices ») aux fins d’une consultation publique. L’ébauche de lignes directrices vise à aider les entreprises à évaluer si une collaboration entre concurrents ou entre concurrents éventuels peut susciter des inquiétudes en vertu des dispositions criminelles ou civiles de la Loi sur la concurrence (l...

With data privacy issues constantly in the news, what do businesses need to know about handling personal information when they’re considering bankruptcy, especially if some personal information – like customer records – may be a valuable asset? This 3-part series of posts will offer an overview of the Bankruptcy Code’s provisions related to personally identifiable information (“PII”), and how transfers of PII in bankruptcy can play out in the real world; recommendations of best practices ...