Contracts
6th Circuit Bolsters Employer’s Right to Contract for Chosen Law
Insights
The enforceability of restrictive covenants often depends on which state’s law applies to the dispute.
Interpreting Insurance Contracts: Fairness and Reasonableness
Insights
A court may not refuse to enforce contractual terms on the basis that the enforcement would, in its subjective view, be unfair, unreasonable or unduly harsh.
The Potential Divorce of Simon and Taubman
News
Simon Property Group, Inc. (“Simon”) wants out of a deal to acquire its competitor, Taubman Centers, Inc. (“Taubman”), due to the COVID-19 pandemic.
The Separation of Voting and Control: The Role of Contract in Corporate Governance
Insights
In corporate democracy, the default system is voting, but shareholders are free to contract over their votes. In private companies, shareholders routinely do so, using shareholder agreements — contracts amongst the owners of a firm — to bargain directly over directorships and other rights of control.
Second Biglaw Firm Litigates Over Rent on Unoccupied Offices During COVID-19 Pandemic
Insights
Simpson Thacher & Bartlett has filed a lawsuit contending that it is entitled to return of rent on unoccupied New York City offices during the COVID-19 pandemic.
Debtors Do Not Have to Be Currently Engaged in Business and Commercial Activities to Qualify for SBRA Relief
Insights
Although there are several requirements that must be satisfied in order to qualify as a ‘small business debtor’ under the Bankruptcy Code, courts have recently considered whether an individual debtor must be engaged in “commercial or business activities” at the time of his or her bankruptcy filing.
Change Orders During the COVID-19 Pandemic — Managing Unexpected Construction Costs and Time Overruns
Insights
The COVID-19 pandemic has caused cost overruns and project delays that construction owners and contractors could have never imagined before 2020.
Bringing Your Business Online: Cyber Insurance
Insights
The current COVID-19 pandemic has forced many businesses online in order to survive. In many cases, businesses had no plans to be online. Others were forced to move online more quickly than planned.
Recent Decision Warns That Employers With Poorly Drafted Arbitration Agreements May Get More Than They Bargained For
Insights
Arbitration agreements are an increasingly popular way for employers to manage employment disputes effectively and efficiently.
Vendor Financial Viability Provisions – the New Normal?
Insights
Although many companies are already revisiting contractual provisions relating to nonperformance, like force majeure clauses, as the coronavirus (COVID-19) pandemic continues to wreak havoc on public health and the economy, other proactive (but less publicized) contractual measures can facilitate early discovery and mitigation of potential nonperformance.
Employers No Longer Have a Pre-Contract Duty to Bargain Over Disciplinary Decisions
Insights
Recently, the National Labor Relations Board (NLRB), overruling an important Obama-era decision, held that employers do not have a pre first-contract duty to bargain before disciplining employees in a manner consistent with an existing policy or practice.
Two Judges and the Williamsburg Ghost
Insights
A Ninth Circuit opinion handed down in January affirmed the First Amendment principle that the right of public access to new court filings attaches as soon as the clerk receives them.
Can One Have Too Many Patents?
Insights
As is common with a blockbuster drug, AbbVie’s Humira faced an antitrust challenge from third-party payers.
IP Indemnification – Third-Party Product Exceptions
Insights
There are some nuanced—and frequently sticky—issues regarding third-party products and how they can be resolved.
5 Things You Need to Know About the Recent Illinois Ruling on Force Majeure and COVID-19
Insights
Governmental shelter-in-place orders relieve a tenant’s obligation to pay rent pursuant to a force majeure provision in a commercial lease agreements.
Improper Use of Voluntarily Communicated Trade Secrets Sufficient to Maintain Action for Misappropriation in Texas
Insights
The US Court of Appeals for the Fifth Circuit held that, under Texas law, a plaintiff can sustain an action for trade secret misappropriation even if the plaintiff voluntarily communicated the alleged trade secrets to the defendant.
Watch Your Stipulation! Award Confirmed Despite Arbitrator Exceeding Contractual Scope of Authority
Insights
Once parties agree to arbitrate, courts generally defer to the arbitrator’s judgment regarding resolution of a dispute.
Amazon Sues Former Marketing VP who Took Job at Google over Alleged Breach of Non-compete Agreement
Insights
E-commerce and tech behemoth, Amazon, has filed a lawsuit against the former vice president of marketing for its Amazon Web Services division, Brian Hall, alleging that his new role at Google Cloud vio.lates the terms of his non-compete agreement
Wife Cannot Compel Husband to Sign “Non-Compete” in Sale of Family Business
Insights
The court considered whether the sale of the family insurance business, as ordered by the court, provided the court with jurisdiction to order the husband to sign a Non-Compete Agreement, as part of the sales contract, in circumstances where the husband resisted signing.
Is it Lawful to Advertise a Device with an Emergency Use Authorization Pending ?
Insights
In recent months, the Food and Drug Administration (FDA) has issued a record number of Emergency Use Authorizations (EUAs) under Section 564 of the Federal, Food, Drug, and Cosmetic Act (FDCA).
