News and Events for Attorneys and Executives

Tag: CommercialLaw

CVS-Aetna Closes Deal; Not So Fast, Judge Says

CVS-Aetna Closes Deal; Not So Fast, Judge Says

News
Reuters is reporting that a federal judge on Thursday raised the prospect of not approving CVS Health Corp’s deal to buy insurer Aetna Inc, which closed earlier this week, during a routine portion of the legal process.

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Court Reconsiders and Reverses Earlier Ruling Finding That Contractual Consent Cannot Be Revoked

News
TCPAland reports on a reversal of fortune: The Northern District of Alabama has officially been reconsidered and reversed itself on a contractual consent decision.

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New York State Takes the Lead to Settle International Contract Disputes

New York State Takes the Lead to Settle International Contract Disputes

Insight
New York State has taken steps to smooth the often rough road for resolving international contract disputes, and parties are finding the new procedures comparatively easy to follow, according to post on the website of Daniel Kron.

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Trends in M&A Provisions: Indemnity Caps

Insight
M&A purchase agreements generally include indemnification provisions, pursuant to which any given party agrees to defend, hold harmless, and indemnify the other party or parties from specified claims or damages, according to a post on  the Goulston & Storrs website.

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Spotlight on No-Poach Agreements Continues, Expands to New Industries

Spotlight on No-Poach Agreements Continues, Expands to New Industries

Insight
Companies that engage in no-poach agreements should be prepared for governmental scrutiny as well as private litigation from former employees, warns Skadden, Arps, Slate, Meagher & Flom.

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Ten Key Issues in Addressed Lease Agreements for Companies

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An understanding of the unique features of equipment lease contracts should help a company work with its bank to structure and document a mutually acceptable lease agreement, according to a Steptoe & Johnson post.

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New Decision Highlights (Again) the Importance of Defining ‘Commercially Reasonable Efforts’

Insight
If your client is going to contractually commit to using commercially rea­son­able ef­forts to do something — and if your client expects that obligation to require some­thing less than “all reasonable efforts” — then you’ll want to make that expectation clear in the contract itself, advises D.C. Toedt III in the On Contracts Blog.

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Duty of Good Faith, Tortious Interference, and Statutes of Limitation

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A ContractsProf Blog post shows just how nasty contractual parties may act towards each other in violation of the duty of good faith and fair dealing.

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Where Can I Sue You? Forum Selection vs. Choice of Law

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A post on the website of Meislik & Meislik discusses the differences between two contract provisions that sometimes are confused: forum selection and choice of law.

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Time to Reconsider No Poaching Agreements? Yes, Emphatically.

Insight
Franchisors need to review their franchise agreements and take immediate action in response to the recent onslaught of legal action over “naked no-poaching” provisions in franchise agreements, according to a post in Franchise Law Update on the website of Fox Rothschild.

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Check Those ‘Choice of Law’ Provisions

Insight
Choice of law” clauses in contracts are often overlooked in their potential importance, as the parties and counsel concentrate on the more immediate matter of the explicit commercial terms, according to Nexsen Pruet.

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Judge Guts FTC’s $4-Billion Lawsuit Against DirecTV

News
The judge said there remain a number of problems with the FTC’s theories for relief and that the FTC “has an uphill climb.”

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10 Contract Issues to Consider When Implementing an ERP System

Insight
Morgan Lewis offers 10 framework issues to consider when in-house lawyers start thinking about how to support a business client that is looking to implement a new or replacement enterprise resource platform.

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Automatic Renewals of Consumer Contracts: Everything You Ever Wanted to Know But Were Afraid to Ask

Insight
Automatic renewals of consumer contracts should be used with care, particularly in light of recent changes to state automatic renewal laws and increased scrutiny from government officials and class action lawyers, warns a recent post on the website of Drinker Biddle & Reath.

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Negotiating Commercial Contracts – Insurance Words of Wisdom

Negotiating Commercial Contracts – Insurance Words of Wisdom

Insight
Many commercial contracts contain risk-transfer provisions, including indemnification and insurance requirements, according to SandRun Risk.

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Contracts: Are You Accepting an Offer or Not?

News
A lack of precision in responding to an offer can lead to confusion as to whether or not a contract has been formed, warns an article published by Burns & Levinson.

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Eliminating the Surprise Factor from Construction Contracts: Tips for Owners and Developers

Eliminating the Surprise Factor from Construction Contracts: Tips for Owners and Developers

Insight
On construction projects, owners and developers often are familiar with standard contract language and provisions, but the industry is continually evolving, according to a paper published by Zetlin & De Chiara LLP.

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Progress Payments: What to Do When the Money Stops Trickling In

Insight
Faegre Baker Daniels says the contractor should look to its contract with the owner to find answers to two questions: Does the contract require the contractor to take a certain action? And, is payment”clearly due and owning?”

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‘Gross Up’ Provisions in Office Leases

Insight
Contrary to a tenant’s natural reaction, the “gross up” of operating expenses in a multi-tenant office building is neither nefarious nor inappropriate, according to William Hof of Husch Blackwell.

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An Arbitrator’s Power May Be Greater Than That of a Judge

Insight
Although an arbitration agreement can be written (double-spaced) on one side of a cocktail napkin, in some cases it may grant greater authority to an arbitrator than a judge has, writes Narges Kakalia of Mintz Levin.

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