A recent Delaware Court of Chancery ruling is a stark reminder that courts will enforce the terms of a merger agreement as written, and that the failure to comply with seemingly ministerial formalities can have severe consequences, according to a post on the Harvard Law School Forum on Corporate Governance and Financial Regulation.

The authors, partners at Cleary Gottlieb Steen & Hamilton, discuss Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., which involves a proposed merger. The agreement included a prescribed “end date,” means for extensions, and a reverse termination fee of $126.5 million.

The article expands on key takeways from the ruling, including the need for struct compliance with notice provisions, the lack of implied duty to warn a counterparty of its mistake, the discoverability of text messages, and enforceability of reverse termination fees.

Read the article.

Mark A. Cobb of Cobb Law Group writes that whenever he’s negotiating construction contracts on behalf of a client or discussing a construction collection matter with a potential client, the conversation inevitably includes a discussion of the construction contract’s dispute resolution clause.

In an article in the Georgia Construction, Bond & Lien Law Blog, he discusses several of the questions that can arise; e.g., What is a dispute resolution clause and why is it important? What types of construction contracts should include the clause? What are construction arbitration and mediation?

He also offers an example of a mandatory mediation provision.

Read the article.

The use of so-called “morals” clauses in services agreements, licenses, and other contracts is one of the primary means by which corporations that do business with high-profile performers seek to protect their investments against the talent’s appetites, foibles, weaknesses and, in certain cases, criminal impulses, points out Bloomberg Law.

In drafting the agreements, advises Steven S. Sidman, of counsel in Carlton Fields’ Atlanta office, “the parties should prepare agreements that not only clearly state what constitutes a violation (accusation of a crime versus actual conviction; what constitutes actionable public contempt or image tarnishing, and can it be measured objectively?), but also the remedies available to an aggrieved party.”

Read the article.

Expert Webcast will present an interactive roundtable discussion municipal restructuring on May 2, 2019, 1-2 p.m. Pacific Time, with Andy J. Dillon, executive director at Conway MacKenzie, and Karol K. Denniston, partner at Squire Patton Boggs, and moderated by Alex Kasdan, senior managing director, DelMorgan & Co.

Dillon acted as treasurer for the state of Michigan, managing 1,450 employees, where he was responsible for collecting more than $50 billion in annual revenues, tax administration, collections, bond finance, school loan programs, local government oversight, and served as the sole fiduciary of $60 billion in pension, 401K, state trust and cash assets. While treasurer, Dillon also led two state reviews of the City of Detroit’s finances, negotiated a consent agreement between the city and state and transitioned the city into receivership. Dillon also provided hands on oversight of dozens of troubled cities, counties and school districts, Expert Webcast said in a release.

Denniston, a bankruptcy and restructuring lawyer for more than 30 years, has experience representing debtors, creditors, bondholders and other parties in a wide variety of litigated bankruptcy cases and out of court transactions. Denniston has been working in the distressed municipal sector since 2009 and routinely represents cities, special districts, indenture trustees, bondholders, taxpayers and monoline insurers in a variety of municipal restructuring engagements throughout the US. She has represented clients in municipal insolvency proceedings with a focus on negotiating resolutions, including in Puerto Rico PROMESA restructurings for the Government Development Bank and COFINA.

Register for the roundtable.

Perkins Coie announced the launch of the Northern District of California Patent Law Blog (N.D.Pa.L. Blog), which will address substantive and procedural developments specific to the U.S. District Court for the Northern District of California related to patent law.

Written by a team of patent litigators with experience in the Northern District of California, the blog provides on-the-ground insights on significant hearings and rulings that are key for attorneys practicing in the district. The blog also aims to familiarize readers with the judges and magistrates of Silicon Valley.

The primary authors of N.D.Pa.L. are Jim Valentine, Dan Shvodian, Chris Kelley, Victoria Smith, Wing Liang, Nancy Cheng, Sarah Stahnke, Crystal Canterbury, Andrew Klein, John E. Munter, Amisha Manek, and Adam Hester.

Chambers and Partners, a research and analytics firm for the legal profession, published its Chambers USA 2019 rankings of the top lawyers and law firms across the United States.

In a release, the company said the Chambers USA 2019 guide provides insight into the U.S. legal market based on its researchers’ interviews with industry thought leaders and consumers of legal service, including general counsel and other clients. Chambers uses a team of 200+ research analysts who speak 23 languages and cover 200 jurisdictions, the company said.

A lawyer or law firm must demonstrate sustained excellence in order to receive and maintain a ranking by Chambers USA, which has been ranking practitioners and firms in the United States since 2000, and in a number of other international guides since 1990.

“A ranking in Chambers is a significant achievement for a lawyer or law firm and we are excited to share this year’s guide to help purchasers of legal services make informed decisions about the top lawyers and law firms across key areas of the law,” said Toby Eccleshall, editor of Chambers USA.

New to Chambers USA 2019

— Capital Markets tables – Chambers now ranks firms based on their work with both issuers and underwriters in debt and equity offerings.

— New nationwide Cannabis Law category – Recognizes firms and practitioners assisting on all manner of transactional and operational challenges facing clients in the ever-expanding U.S. cannabis industry.

— New city-wide and regional tables in California, Texas, Florida, Pennsylvania and North Carolina, as Chambers USA delves deeper into local markets, with enhanced and expanded statewide and nationwide coverage, as well as an expanded list of up-and-coming attorneys.

Chambers USA 2019 ranks more than 6,000 law firms and 18,000 lawyers and includes nearly 900 ranking tables across all U.S. states as well as nationwide. Chambers USA covers all 50 U.S. states and also includes regional rankings in a number of states, including New York, California, Pennsylvania and Missouri. In each state, leading law firms are ranked in at least four areas of law: Corporate/Commercial, Labor & Employment, Litigation, and Real Estate, with more than 50 different practice areas/sectors covered overall on a state and national level. State-level rankings are based upon the location in which a firm or lawyer practices regardless of client or deal/case location.

Chambers USA ranking decisions are made collaboratively by research analysts and U.S. deputy editors. Rankings are also determined through an assessment of work identified on a firm’s submission, along with external feedback on the firm’s service and an emphasis on opinions provided by clients.

More information can be found on the Chambers and Partners methodology web page.

Above the Law takes a deeper look at the American Bar Association’s recently released spreadsheet that tracks the two-year “ultimate bar pass rate” for law school graduates taking the bar exam — this time listing the schools with the worst pass rates.

Before naming the schools on the bottom of the list, senior editor Staci Zaretsky names the three schools at the top, all with 100 percent pass rates: University of Chicago, Concordia and Yale.

Then, way down the list at the very bottom is Arizona Summit with a 50 percent pass rate. The article rounds out the list of the bottom 10.

Read the Above the Law article.

Gina DelChiaro has joined Akerman LLP as the firm’s director of pro bono initiatives. She joins Akerman from Lawyers Alliance for New York (Lawyers Alliance), a provider of legal services for nonprofit organizations and social enterprises, where she served as corporate engagement counsel.

The firm said DelChiaro brings nearly 15 years of experience spearheading pro bono efforts alongside legal organizations and other law firms. While at Lawyers Alliance, she led effective corporate outreach strategies that resulted in the attraction and retention of 1,800 pro bono volunteer lawyers who counseled nonprofits in the areas of corporate governance, tax, real estate and transactional issues critical to their operations. DelChiaro organized a national network of pro bono providers, serving nonprofits in 15 cities around the United States. Under her helm, these efforts led to the advancing in the field of business law pro bono nationwide.

Prior to Lawyers Alliance, DelChiaro was a senior staff attorney at Human Rights First, where she helped coordinate pro bono representation of asylum-seekers and immigrants with law firms. Upon graduating law school, she spent six years in private practice, representing clients in a variety of capital markets, securities, complex commercial litigation and pro bono matters. DelChiaro is a longtime member of the New York City Bar Association’s Committee on Pro Bono Legal Services.

CNBC is reporting that the Justice Department has launched a criminal investigation in a matter relating to Ford Motor’s emissions certification process.

“The matter stems from issues related to road load estimations, including analytical modeling and physical track testing,” writes CNBC’s Amelia Lucas. “Road load is a vehicle-specific resistance level that helps determine fuel economy ratings and emissions certifications. It does not involve the use of defeat devices to cheat on emissions tests.”

The company said it voluntarily disclosed disclosed the issue to the Environmental Protection Agency on Feb. 18 and has hired outside experts to investigate its vehicle fuel economy and testing procedures after employees raised concerns.

Read the CNBC article.

The vice president of legal affairs & litigation counsel of Moet Hennessy Louis Vuitton Inc. sued her employer, claiming executives shrugged off her complaints of sexual harassment as “a byproduct of being an attractive woman who works at a company with a French culture.”

The New York Post reports that plaintiff Andowah Newton claims her harasser — a “senior level management employee” whom she doesn’t name — frequently ogled her and once said, “You are so pretty. And that beautiful smile, I just can’t get enough of it.” He also made unwanted physical contact with her, she said.

The company’s response to her initial complaints is laughable, court documents say, because “none of the individual actors in this matter is, in fact, French.”

Read the New York Post article.

Dykema announced that 17 attorneys from multiple offices and practice areas received individual rankings and 10 practice areas have been recognized in the 2019 edition of Chambers USA: America’s Leading Lawyers for Business guide.

Published annually, Chambers has been ranking the best law firms and lawyers since 1990, and now cover 185 jurisdictions throughout the world. Chambers ranks both lawyers and law firms based on the investigations of more than 200 researchers who conduct in-depth confidential interviews with lawyers and clients.

Chambers USA recognized the following Dykema practices:

USA – Nationwide

• Product Liability & Mass Torts
District of Columbia
• Insurance: Insurer
Illinois
• Real Estate
Michigan
• Banking & Finance
• Corporate/M&A
• Employee Benefits & Executive Compensation
• Labor & Employment
• Litigation: General Commercial
• Real Estate
Texas
• Bankruptcy/Restructuring

Chambers USA recognized the following Dykema attorneys, as identified by jurisdiction and practice area:

USA – Nationwide
• Lance Boldrey—Native American Law
District of Columbia
• Lewis K. Loss—Insurance: Insurer
• Thomas J. Judge— Insurance: Insurer
Illinois
• Michael S. Kurtzon—Real Estate
Michigan
• J. Michael Bernard—Corporate/M&A
• Robert A. Boonin—Labor & Employment
• Amy M. Christen—Employee Benefits & Executive Compensation
• Adam M. Fishkind—Real Estate
• James P. Feeney—Litigation: General Commercial
• Dennis M. Haffey—Litigation: General Commercial
• Kyle R. Hauberg—Real Estate
• Margaret Adams Hunter—Employee Benefits & Executive Compensation
• Jin-Kyu Koh—Corporate/M&A
• Cameron H. Piggott—Real Estate
• Thomas S. Vaughn—Corporate/M&A
Texas
• Mark E. Andrews—Bankruptcy/Restructuring
• Deborah D. Williamson—Bankruptcy/Restructuring

Bill Boyce, a justice on the Fourteenth Court of Appeals in Houston for 11 years, has joined Alexander Dubose & Jefferson in the firm’s Houston office.

In addition to his experience on the bench, he practiced law for 18 years as an associate and partner at Fulbright & Jaworski L.L.P.

While in private practice he argued more than 60 cases in appellate courts throughout Texas and across the country, including the United States Supreme Court.  He has been board certified by the Texas Board of Legal Specialization in Civil Appellate Law since 1994 and has served on the board’s appellate exam drafting committee.  He has been selected as Appellate Judge of the Year by the Texas Association of Civil Trial and Appellate Specialists.

Read more about Boyce.

The Atlanta Journal-Constitution reports that federal prosecutors have requested records to determine if there was a financial relationship between a former Atlanta city attorney and the private law firm that guided the city’s response to numerous federal grand jury subpoenas.

The firm, Paul Hastings LLP, has earned millions over the past decade handling some of the city’s most sensitive matters for both former Mayor Kasim Reed and his successor, Keisha Lance Bottoms, according to the AJC’s Stephen Deere.

The review focuses on whether there were payments from the firm to Cathy Hampton, the city’s former top lawyer.

Read the Journal-Constitution article.

Anita Nicholson, in-house counsel at mining company Anglo American in Singapore, was killed along with her two children in an explosion at the Shangri La hotel in Sri Lanka on Easter Sunday, according to The Law Society Gazette.

Her husband Ben Nicholson, also a solicitor, survived the attack, one of at least seven terrorist attacks reported in churches and luxury hotels in the capital city of Colombo.

“Anita was a wonderful, perfect wife and a brilliant, loving and inspirational mother to our two wonderful children,” Ben Nicholson said in a statement.

The Law Society reported that Anita Jane Nicholson was admitted in 2000. Her LinkedIn profile states she was a regulatory and compliance managing counsel at Anglo American and previously held roles at BP and HM Treasury. She also had been a solicitor at international law firm DLA Piper in London.

Read the Gazette article.

Facebook announced that it’s bringing in a new general counsel as it tries to rebuild its image following a year filled with scandals, according to a CNBC report.

Jennifer Newstead, legal adviser to the U.S. State Department, is joining the company as its general counsel, replacing Colin Stretch, who said last year that he would be departing.

“Newstead brings some controversy with her,” writes CNBC’s Ari Levy. “As part of the George W. Bush administration in the aftermath of the Sept. 11 terrorist attacks, Newstead helped draft the Patriot Act, which granted law enforcement agencies greater surveillance power over ordinary Americans.”

Read the CNBC article.

GAN Integrity has published the second edition of A Blueprint for an Automated Compliance Program, an ebook that can be downloaded from the GAN website at no charge.

The ebook is a detailed guide to risk management, due diligence, training, policy management, reporting, and more.

The book is designed to help readers:

• Understand what to ask when designing your processes
• Comprehend the building blocks of an automated compliance program
• Grasp how automation streamlines previously time-consuming processes
• See how automation heightens the strategic value of compliance

Download the ebook.

Gregory L. Deans and Michael P. Lyons, co-founders of the trial law firm Deans & Lyons, LLP, along with partner Christopher J. Simmons, have earned selection to D Magazine’s 2019 Best Lawyers in Dallas listing.

“This is a firm focused on achieving the best possible results for our clients,” said Lyons. “Greg, Chris and I appreciate that our dedication has not gone unrecognized by our peers.”

The Best Lawyers in Dallas list is determined through peer voting and extensive review by an independent panel of distinguished attorneys working in concert with the magazine’s editors.

Lyons has worked with catastrophic personal injury and wrongful death cases, as well as highly complex business disputes. This is his seventh time to earn D Magazine honors, and he is one of a select few to be recognized for both business litigation and personal injury trial work.

In a release, the firm said Deans is routinely asked to lead the trial team in “bet-the-company” exposure, and he often handles construction defect, catastrophic personal injury, negligence, and products liability disputes. In addition to his 2019 Best Lawyers selection, he has been named to the Thomson Reuters’ Super Lawyers listing six times.

Simmons represents plaintiffs and defendants in complex catastrophic personal injury and wrongful death litigation involving products liability, premises liability, professional negligence, industrial and workplace accidents, and motor vehicles. He earned recognition on D Magazine’s Best Lawyers Under 40 listing in both 2018 and 2019 and has also made the Texas Rising Stars list of Top 100 Up-and-Coming young lawyers three times.

The complete Best Lawyers in Dallas list is featured in the May 2019 edition of D Magazine and is available at http://www.dmagazine.com.

Hanzo and Duane Morris, LLP will present a joint webinar, “The Impact of Meritless Claims on Multidistrict Litigation And How Social Media Investigations Can Help,” on May 16, 2019 at 1 pm ET. The event will include a discussion about multidistrict litigation, the challenge of meritless claims, and strategic insights about how social media investigations can help.

Multidistrict litigation (MDL), came into being in 1968 with the intent to make it more efficient for parties to litigate complex cases where there is a common question of fact that are pending in different districts. Since then, MDLs have surged to more than 50 percent of all federal civil cases, of which product liability cases now comprise the vast majority of MDLs. Aside from being great for plaintiff’s counsel, however, it’s questionable whether they are good for anyone else, Hanzo says in a news release.

“Unfortunately, what was originally intended to streamline processes has turned into a magnet for meritless claims, where around a third of the MDL claims turn out to be unsupportable. Adding to the injury, these are often discovered at the settlement stage,” according to Hanzo.

In this webinar, industry leaders Sean Burke, partner, and Ryan O’Neil, both of Duane Morris, and Evan Gumz of Hanzo will discuss the problem meritless claims pose to the multidistrict litigation process and explore proactive solutions to help identify frivolous claims early in the process.

The discussion will include:

– The prevalence of meritless claims and their impact on the MDLs
– The problem with discovering meritless claims at the settlement stage
– Legal reform and possible solutions proposed by the subcommittee of the Advisory Committee on Civil Rules
– Bellwether trials
– How social media investigations can help

Speakers

– Sean Burke, Partner, Duane Morris, LLP
– Ryan O’Neil, Associate, Duane Morris, LLP
– Evan Gumz, Senior Account Executive, EDiscovery, Hanzo

Register for the webinar.

The law firm of Thompson & Knight LLP has assisted Frog Scooters, Inc. with the launch of operations in Chile and Portugal.

In a release, the company said Frog is the first company to provide commercial-grade scooters and is the only micro-mobility solutions company that custom designs, manufactures, and manages its fleet of electric scooters. Chile and Portugal represent Frog’s initial markets, and the Firm is currently assisting with Frog’s proposed expansion in the United States and four additional continents.

The cross-border Thompson & Knight team assisting Frog is led by John P. Vacalis and Mickey Baden and includes John R. Cohn, Jason Patrick Loden, Jeremiah M. Mayfield, Andrew Melsheimer, Gabriel Ruiz, Michael C. Titens, Alejandro A. Sánchez-Mújica A., Thomas J. (TJ) Auner, Craig Carpenter, Murtuza Hussain, Paloma Martinez, Leslie Reynolds, and Karen Pruett.

Cristopher Farrar has joined Bradley Arant Boult Cummings LLP’s Houston office as a partner in the Construction Practice Group.

In a release, the firm said Farrar focuses his practice on drafting construction, engineering and architectural agreements, as well as service and operation-related contracts and oilfield transactions. He represents clients in a wide range of sophisticated and complex project development matters related to commercial, energy, oil and gas, power, renewable, manufacturing, chemical, pipeline, offshore, and infrastructure. He has experience managing major matters involving capital improvements and large asset-based transactions ranging from $25 million to more than $8 billion. Farrar also frequently presents at conferences and seminars on topics related to risk allocation in construction contracts.

Prior to joining Bradley, Farrar was a principal at Cokinos Young. He also has served as in-house counsel for international engineering and construction companies.

Farrar received his J.D. from Baylor University School of Law and his Bachelor of Business Administration from Texas A&M University.