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Two important aspects of merger agreements are the price and the nature of the post-closing obligations of the sellers to defend or indemnify the buyer for claims arising out of presale conduct. As to the former, parties to merger transactions often bridge valuation gaps with earn-outs. The selling stockholders receive a cash payment at closing and an additional contingent right to receive a specified amount of future payments depending on how well the business performs.
Band Is Allowed to Self-Release Album During Contract Battle with Victory Records<br> Song License Non-Signatory Can Compel Arbitration<br>Videogame Service Representative's Voiceover Work for Employer Ruled a Work for Hire
Features
The change of federal government in Australia on Sept. 7, 2013 has created some uncertainty in relation to the changes to the Franchising Code of Conduct that were expected to result from a recent comprehensive review of the Code.
While the marital status of a franchisee may seem unimportant to most franchisors, with nearly 50% of all first marriages ending in divorce (and higher for second and subsequent marriages), it is inevitable that a franchisor will be asked at some point, on some level, to become involved in the divorce of a franchisee. Handling the issues that arise can ensure that the specific franchise unit(s) owned by the divorcing parties continue to thrive and that the brand is not damaged.
Features
When California lawmakers sent a host of online privacy bills to the governor in the final weeks of the session, consumer groups generally reacted with a "ho-hum."
The U.S. Department of Commerce's National Institute of Standards and Technology (NIST) released its draft of a voluntary cybersecurity framework on Oct. 22 that will allow both private and public companies that work with critical infrastructure to better evaluate cyber risk, and prepare better defenses against ever-increasing online attacks.
Features
Owners and partners at law firms must learn more about the commercial realities of competition, pay attention to client retention, counter the increased security risks to private data on the cloud and understand how technology can reduce operating costs.
It's the 2014 budget season and law firm decision makers are scrutinizing bottom line variables to answer many questions, including this one: Is it more advantageous for my firm in the current and future market to own an asset or lease it over its useful life?
Features
Litigation is an unavoidable legal event. Each litigation event triggers another, evolves through several phases and eventually reaches a resolution. It is a discrete event with a beginning, middle and end.
In <i>TecSec, Inc. v. IBM Corp., et al.</i>, the Federal Circuit explained the effect of Federal Circuit Rule 36, under which the Federal Circuit may "enter a judgment of affirmance without opinion" if certain conditions are met. Fed. Cir. R. 36. The decision highlights the impact of a Rule 36 affirmance on related issues in subsequent litigation, particularly where the Federal Circuit summarily affirms a district court decision that is based on multiple, independent grounds.
