Contracts
Holes in Shotgun Buy-Sell Agreement Keep Deadlock Dissolution Petition Alive
InsightsUnder both New York and Delaware law, members of an LLC may petition for judicial dissolution on the grounds that the management is so hopelessly deadlocked that the LLC can no longer function in accordance with its purpose as defined in its governing documents.
Pre-Invention Innovations Not Captured by Employment Agreement Duty to Assign
InsightsAt its core, this is an employer-inventor dispute in the area of gene sequencing technology. Saxonov & Hindson co-founded company QuantLife that was bought out by Bio-Rad.
Dealing with Hidden Assets in a Collaborative Divorce
InsightsPeople choose Collaborative Divorce over traditional litigation when they want the divorce to be more amicable. The hallmark of a Collaborative Divorce is honesty.
Revisiting Price Escalation Clauses in a Time of Skyrocketing Material Costs
InsightsAnyone monitoring construction industry trends is aware that the prices of raw construction materials, particularly steel and lumber, have been rapidly increasing since early 2020.
Key Considerations for Application Purchase Agreements
InsightsKey issues to consider and address when negotiating an application purchase agreement.
To Perform or Not Perform, That is the Question
InsightsSuspending or terminating performance might have emotional appeal and appear to be an attractive options at first blush.
Don’t Ask, Don’t Add?
InsightsShould you add or suggest a modification to a contract or lease when it is not to your client’s best interest? No? Never? The answer is Yes and here’s why.
Excusable Delay and Builder’s Risk: A Reminder to Weatherproof Your Contracts
InsightsThe winter storm that brought snow, freezing temperatures, power outages, frozen water lines and bursting pipes to Texas, shutting down most construction projects in the process, forced many contractors and owners to take a look that their contracts to determine who is responsible for the ensuing delays and the costs to repair any damage.
Corporate Transparency Act Requires Small Businesses to Disclose Owners
InsightsIn January 2021, Congress passed the Corporate Transparency Act of 2019 (the “CTA”) as part of the 2021 Defense Bill.
Unfair Contract Terms: Indemnities and Limitations of Liability
InsightsSince 2021 will be a significant year for the unfair contract term (UCT) laws, we’ve been bringing you a series of articles on the UCT laws.
The Difference Between Non-Solicitation and Abandonment Of Patients
InsightsThe time for doctors and other healthcare providers to review their employment relationship and their duties to their patients isn’t when the doctor is about to leave a medical practice.
Supreme Court Developments in Intellectual Property Law
InsightsThe past year has brought with it many changes, and the tumultuous realm of intellectual property law is no exception.
Are Your Mandatory Arbitration Agreements Still Enforceable?
Insights“On March 18, 2021, the National Labor Relations Board (NLRB) reconsidered the lawfulness of terms in employment arbitration agreements that require employees to sign as a pre-dispute condition of employment.
Distinguish “Smart Contract” From Abstract Idea To Pass Blockchain Patentability Scrutiny
InsightsSmart contracts are often mentioned in blockchain-themed patent applications and recited in claims.
Information Transparency and Personal Data Control Act Introduced in Congress
InsightsOn March 10, 2021, Rep. Suzan DelBene (D-Wash.) introduced the first comprehensive consumer privacy bill of the 117th Congress.
Compliance Alert: Sometimes Companies Must Break the Law
InsightsYou may have noticed a risk factor in annual reports and SEC registration statements about ‘conflicting laws and regulations.’
Best Practices for Solar EPC Contracts
InsightsFor a variety of reasons, the solar industry has experienced, and will continue to experience, record growth.
Incentive Stock Options (ISOs) versus Nonstatutory Stock Options (NSOs)
InsightsIn deciding how to best compensate employees in a startup, clients often consider stock options as a viable choice.
Language in Declaration Makes Association Strictly Liable
InsightsDid the Association breach the Declaration (contract) by failing to keep the lift station continually operable?
Status of Noncompete Agreements in 2021: Consider Alternatives to Protect Your Business Interests
InsightsPost-employment restrictions, including noncompete agreements, have become an increasingly popular tool for protecting business investments; confidential information; client, customer and employee relationships; and goodwill.
