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Features

'Weinstein' Clauses In Acquisition Agreements Image

'Weinstein' Clauses In Acquisition Agreements

Michael S. Poster

The purpose of a Weinstein clause is to provide assurance that the target company (including its officers and executives) is not a hotbed of sexual harassment or a ticking time bomb of claims waiting to explode. This article on drafting and negotiating Weinstein clauses should help entertainment and media deal teams balance these risks.

Features

D&O Policy 'Bankruptcy Exclusion' Held To Be an Unenforceable 'Ipso Facto' Clause Image

D&O Policy 'Bankruptcy Exclusion' Held To Be an Unenforceable 'Ipso Facto' Clause

Mark D. Silverschotz

The new decision is significant because lawsuits against former (and current) officers and directors of debtors commonly are brought, as here, by trusts established under plans of reorganization. Because insurance policies often are the only viable source of recovery for the claims asserted in such lawsuits, this decision potentially opens a pathway to creditor recovery in other similar matters.

Features

159 MP Corp.: Grateful That Majority Rejected Dissent's Radical Approach Image

159 MP Corp.: Grateful That Majority Rejected Dissent's Radical Approach

Howard A. Levine

Further comment and analysis is warranted on the three-judge dissent, which, if adopted by the majority, would have fundamentally altered the very foundation of New York contract law.

Features

Star Athlete's Trainer Loses Commission Bid Image

Star Athlete's Trainer Loses Commission Bid

Zach Schlein

A lawsuit alleging a former trainer was entitled to a portion of tennis star Naomi Osaka's lifetime earnings is out of play, after a Broward County, FL, Circuit Court judge dismissed the case.

Features

When Boilerplate, Customized Clauses Collide in Media Merger Deals Image

When Boilerplate, Customized Clauses Collide in Media Merger Deals

James H.S. Levine & Douglas D. Herrmann

Some contract provisions will necessarily be customized for use in the particular agreement, while others will be boilerplate. But the intersection of those provisions in a merger agreement involving the acquisition of Cablevision Systems Corp led to a serious dispute— and cautionary tale for the merger-laden entertainment and media industries — about interpretation of the agreement, requiring a Delaware court to determine the impact of potentially conflicting language.

Features

Let Freedom (of Contract) Ring: Yellowstone Waivers Are Enforceable Image

Let Freedom (of Contract) Ring: Yellowstone Waivers Are Enforceable

Joshua Kopelowitz & Richard Corde

This is the third in a series of articles exploring whether parties to a commercial lease can contractually waive a tenant's right to seek a Yellowstone injunction. In a recent ruling, the Court of Appeals, in 159 MP Corp. v Redbridge Bedford, LLC, left no doubt that a contractual waiver of a right to seek a declaratory judgment and/or a Yellowstone injunction in a commercial lease is enforceable.

Features

Negotiating Relocation Rights Image

Negotiating Relocation Rights

Terrence M. Dunn

Despite the apparent risks, relocation provisions are frequently not a potential tenant's priority concern when negotiating the business points of a lease. This is a serious oversight. Signing a lease with an overly broad relocation provision can lead to many issues if the landlord elects to exercise its right to relocate the tenant.

Features

A Practitioner's Guide to Key Provisions In Film Director Agreements Image

A Practitioner's Guide to Key Provisions In Film Director Agreements

Marc Jacobson

Film remains a director's medium, considering that the director will always give shape and vision to the writer's words.

Features

What to Consider When Drafting Renewal and/or Expansion Terms in Arbitration Clauses Image

What to Consider When Drafting Renewal and/or Expansion Terms in Arbitration Clauses

Elizabeth Kluger Cooper & Kimberly C. Jones

Navigating through a murky arbitration clause is no easy feat. Assuming familiarity with the basics, the following is a list of considerations that should prove valuable whether representing the tenant or the landlord.

Columns & Departments

Case Notes Image

Case Notes

ssalkin

Without Contractual Consent to Inspection, Lack of Protest Doesn't Excuse Landlord's Trespass<br>Resulting Trust Found Where Commercial Property Held in Just One Partner's Name

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