The Ins and Outs of Earn-Outs: A Delaware Perspective
This comprehensive resource discusses what dealmakers need to understand to craft an effective earn-out, including structuring and valuation considerations.
Business Law Today: March 2022
Cover Story
Articles and Features
Juggling Water Balloons and Knives: A Day in the Life of a Public Company GC
My day-to-day responsibilities as a public biotech company GC largely fall within three categories: leadership, management, and the practice of law.
A Step You Can Take to Promote the Rule of Law
The Rule of Law Working Group is promoting an initiative to talk with a business client or group about a topic related to our legal system for Law Day.
Caution: Committee Communications Causing Chaos—Ethical, Legal, and Strategic Considerations for Counsel in Chapter 11
Neiman Marcus’ Chapter 11 case illustrates an issue often faced by practitioners and their clients serving as members of a creditors’ committee.
Law Bots: How AI Is Reshaping the Legal Profession
Though AI is more likely to aid than replace attorneys in the near term, it's begun to be used to help draft contracts and predict legal outcomes.
SPACs in Choppy Water: MultiPlan Litigation from the D&O Insurance Perspective
The MultiPlan Corp. litigation—the 1st time DE courts have applied fiduciary duty principles in a SPAC context—has interesting D&O insurance implications.
Seventh Circuit Strikes Down Delaware Forum Selection Clause and Clears Path to Federal Court for Securities Exchange Act Claims
The Court chose not to follow other federal courts that have enforced such clauses to effectively bar shareholders from bringing Exchange Act claims.
The Price Doesn’t Seem Right: Valuations in the COVID Era
When faced with a difficult valuation, there are a few key resources and considerations attorneys can use to wrap their heads around questions they face.
Opinions on Margin Regulations
An opinion that an extension of credit does not violate margin regulations will turn on whether it is purpose credit or indirectly secured by margin stock.
Bankruptcy Filings During and After the COVID-19 Recession
The economic contraction in 2020 corresponded with a sharp decline in Chapter 7 filings, rather than an increase as the historic relationship would predict.
Cross-Border Conversions—Why Now and Not Later?
Directive (EU) 2019/2121 will bring beneficial changes to legal frameworks for EU cross-border transactions but will come with more stringent requirements.
Intellectual Property Law at a Glance, Part 3: Patent Myths Debunked
Patent law has many nuances, discussed in this overview of common issues businesses face in connection with development and protection of new technology.
Another SPAC Lawsuit that Could Have Benefitted from a Reps Policy
For the 600+ SPACs looking to find their targets, cases like the MP Materials lawsuit should serve as a roadmap of how to avoid unnecessary litigation.
Recalculating: Navigating the Threat of Intermediate Routing Prosecutions under the Wire Act
A key question in the sports wagering industry is whether the Wire Act prohibits placing bets via Internet communications that start & end in the same state
Rethinking Retainers in Bankruptcy
A lawyer’s general understanding of retainers, and the legal and ethical implications of retainers, may be wrong in the context of bankruptcy cases.
Made in America Tax Plan – International Edition
An examination of the Biden Administration’s proposed changes to taxation of multinational corporations, from the GILTI regime to the the SHIELD proposal.
Modernizing Law Firms’ Work Rules Enables Focus on Employee Well-Being
This article suggests new interactions between leaders and led, all designed to attract and retain talent, a necessary competitive advantage for any firm.
State of the Union: Alternative Legal Staffing Trends in 2022
As leaders navigate talent wars and heavy workloads (often with limited budgets), more agile staffing solutions are complementing permanent hiring.
Breaking Up Can—But Doesn’t Have to—Be Hard to Do: A Primer on Preparing for a Business Divorce
Whatever situation precipitated the need for a business divorce, there are four items that must be addressed before diving headlong into the process.
Convenience, Cash Flow and Satisfied Clients: Winning with Automated Payments
An all-in-one system that combines practice management, accounting, and automated payments supports efficiency and client experience.
Biometric Information Privacy Act – Critical Interactions with Workers’ Compensation Act and Collective Bargaining Agreements: Two Recent Court Decisions Provide Insight
Feb. 2022 saw several court decisions concerning the IL Biometric Information Privacy Act, including how it reflects on collective bargaining agreements.
Month-In-Brief
March 2022 in Brief: Bankruptcy & Finance
March 2022 Bankruptcy and Finance updates: Goods, Services & Bankruptcy Code Section 503(b)(9)—Questions about administrative claims related to contracts for services involving delivery of goods were…
March 2022 in Brief: Business Litigation & Dispute Resolution
March 2022 Business Litigation & Dispute Resolution updates: Delaware Court of Chancery Confirms Delaware Is a “Sandbagging State,” Delaware Courts Face Weighty Choice of Law Questions, and more.
March 2022 in Brief: Business Regulation & Regulated Industries
March 2022 Business Regulation & Regulated Industries updates: LIBOR Act Provides Answers, Safe Harbor for Lenders; Updated UDAAP Guidance; and more, from consumer data privacy to property appraisal.
March 2022 in Brief: Mergers & Acquisitions
March 2022 Mergers & Acquisitions Law updates: Delaware Chancery Court Refuses to Apply Cleanup Doctrine to Enforce Release of Escrow Funds, and three more significant cases.
March 2022 in Brief: Securities Law
March 2022 Securities Law updates: SEC Proposes New Public Company Cybersecurity Disclosure Rules, SEC Issues Climate Disclosure Proposal, SEC Proposes to Exorcise the Investment Grade Rating Exempti…