One of the benefits of being owed money under a promissory note (and, when applicable, a personal guaranty(ee)), in contrast to being owed money under an ordinary contract, is that the lender can qualify for an expedited procedure for collecting the debt under CPLR 3213. To qualify for CPLR 3213, the instrument...
Delaware Appraisal Rulings Spotlight Growth Assumptions in Expert Valuation Models (ABA article)
https://businesslawtoday.org/2024/04/delaware-appraisal-rulings-spotlight-growth-assumptions-in-expert-valuation-models/?utm_source=newsletter&utm_medium=email&utm_campaign=may24_mibs
When Can the Covenant of Good Faith and Fair Dealing Be Invoked? (ABA article)
https://businesslawtoday.org/2024/02/when-can-the-covenant-of-good-faith-and-fair-dealing-be-invoked
Corporate Transparency Act – Small Business Entity Compliance Guide
FinCEN's guide for small business entities' beneficial ownership reporting requirements.
Contract is enforceable even if the price/fee to be paid is not specific . . . “sufficiently definite” satisfies the required legal standard
In Daiwa Corporate Advisory LLC v. Katapult Group, Inc. (NY County Supreme Court, Index No. 652164/2021), the trial court held that a contract is enforceable where the fees payable were to be “mutually-agreed” based on “customary and . . . similar transactions and practices in the investment banking industry.”
“Willful misconduct”– a commonly used term in contracts does not mean what you think it means
In Manhattan Chrystie St. Dev. Fund LLC v. Witkoff Group LLC (2023 NY Slip Op 50622(U), 2023 N.Y. Misc. LEXIS 3056), a New York trial court analyzed the meaning of the term "willful misconduct" in a commercial contract (specifically, a guaranty) governed by Delaware law.
The trial court generally...
$175M suit accuses BigLaw firm of ‘critical drafting errors’ and ‘sloppy and imprecise’ contract language (ABA re-print)
https://www.abajournal.com/news/article/175m-suit-accuses-biglaw-firm-of-critical-drafting-errors-and-sloppy-and-imprecise-contract-language
Ten Things to Know about the U.S. Committee on Foreign Investment in the U.S. (ABA re-print)
https://businesslawtoday.org/2023/10/ten-things-a-business-lawyer-should-know-about-the-u-s-committee-on-foreign-investment-in-the-u-s/
M&A Broker licensing exemption replaces SEC No-Action Letters
On March 29, 2023, the SEC-promulgated exemption from securities broker registration for qualifying mergers and acquisitions transactions became effective. Click here [M&A Broker Exemption
The courts are coming, the courts are coming… Noncompetes are under attack!
Recently, there have been myriad developments that seem like an attack on the enforceability of noncompete clauses in contracts--not only in the context of employment, but also in the context of partnership arrangements and post-closing M&A deals.
Typically, noncompete clauses are included in various types of contracts that govern...