In Protégé Biomedical, LLC v. Duff & Phelps Securities, LLC, et al., the business seller disclosed confidential information on a telephone call with a prospective buyer corporation. Instead of purchasing the seller's business, the prospective buyer corporation used the seller's confidential information to create its own competing product.
How Startups and Emerging Companies can Effectively Utilize Options to Attract and Retain Talent
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What You Should Know About D&O or R&W Insurance In Mergers and Acquisitions
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When NDAs Go Bad: Proactive and Timely Steps to Protecting Your Company Against NDA-Related Disputes
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A Guide to Restrictive Covenants (Noncompete clauses)
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Client alleging accountant malpractice must show that there was a departure from the accepted standards of practice
In response to a client's allegations of malpractice, the Court--in Dean v. Brodman, 2021 NY Slip Op. 01842--held that the accounting firm was able to show that it followed accepted standards of practice when it prepared the client's tax information. The Court stated that an accountant may rely...
Contract signed by a yet-to-be-formed entity is binding on its principals (owners) and the contract’s counterparty
In Sutton v. Houllou, 2021 NY Slip Op. 08211, the Appellate Division, Second Department held that a party who entered into contract with a company that had not yet been formed cannot avoid its obligations under the contract. Conversely, the individual who signed the contract using the name of a company that had...
Liquidated (specific amount of) damages for breach of exclusivity clause . . . upheld
In Raven Capital Mgt. LLC v. Georgia Film Fund 72, LLC, 2021 NY Slip Op. 30393(U) [Case Index # 652463/2020], the court upheld the liquidated damages clause (termination fee) in the parties' contract (which was a Term Sheet that required only that the business intermediary and the potential buyer...
M&A intermediary not entitled to success fee, but was entitled to compensation for actual services
In Sonenshine Partners, LLC v. Duravant LLC, 2021 NY Slip Op. 01135, the court held that an exchange of e-mails--when combined with a contract on a related topic, could serve as the basis of an unjust enrichment claim. An unjust enrichment claim is available to a party to receive...
M&A considerations for private companies during the Covid-19 Era
The virus that causes COVID-19 has ushered in unprecedented times for our country and our global community. Certainly, the pandemic is impacting the way M&A transactions are looked at, papered, implemented, and even priced. This article identifies some of the higher-level, pandemic-related considerations evolving in the private...