Searching Content indexed under Contracts and Commercial Law by Cadwalader, Wickersham & Taft LLP ordered by Published Date Descending.
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The Delaware Court Of Chancery Enforces Clear And Unambiguous Terms Of Merger Agreement In Finding Termination Fee Provision Did Not Afford Exclusive Remedy For Termination
The Delaware Court of Chancery's recent decision, Genuine Parts Company v. Essendant Inc.,1provides a helpful reminder that Delaware courts will enforce the clear...
United States
3 Oct 2019
What Companies Should Know About Whistleblowers
Cadwalader attorneys described five compliance measures to minimize risk when responding to whistleblowers.
United States
9 Aug 2019
SEC Staff Encourage Market Participants To Prepare For LIBOR Transition
In a statement on the discontinuation of LIBOR, the SEC staff noted the risks associated with the transition from LIBOR to alternative reference rates.
United States
25 Jul 2019
Blurring The Lines: Dolan v. Altice Demonstrates The Potentially Unexpected And Significant Impact That "Boilerplate" Provisions Can Have On Merger Agreement Interpretation
In a recent decision arising out of the sale of Cablevision,1 the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly
United States
24 Jul 2019
Trademark Licensees' Rights Survive Bankruptcy Rejection
On May 20, 2019, the United States Supreme Court resolved one of the most important outstanding issues at the intersection of bankruptcy and intellectual property law, namely whether,
United States
17 Jun 2019
SEC Proposes Disclosure Requirements For Variable Annuity And Life Insurance Contracts
The SEC proposed rules and form amendments to improve disclosures to investors in variable annuities and variable life insurance contracts ("variable contracts").
United States
8 Nov 2018
M&A Update: Akorn Falls Far From The Tree: Delaware Chancery Court Finds A "Material Adverse Effect" For The First Time In Akorn, Inc. v. Fresenius Kabi AG, Et Al.
On October 1, 2018, the Delaware Court of Chancery found in Akorn, Inc. v. Fresenius Kabi AG, et al. that Fresenius was entitled to terminate its merger agreement with Akorn.
United States
31 Oct 2018
NY Court Of Appeals Holds The Line On Statute Of Limitations
The New York State Court of Appeals upheld a decision that contractual attempts to extend the statute of limitations for causes of action dealing with breaches of contracts are unenforceable on the grounds...
United States
23 Oct 2018
Accrual Clauses In RMBS Contracts Violate New York Law And Public Policy
On October 16, 2018, the New York State Court of Appeals held that contractual attempts to extend the statute of limitations for causes of action ...
United States
22 Oct 2018
ARRC Webinar To Review Consultation On U.S. Dollar LIBOR Fallback Contract Language
On October 5, 2018, the Alternative Reference Rates Committee ("ARRC") will hold a webinar to review the recently released consultation on U.S. dollar LIBOR ...
United States
5 Oct 2018
Delaware Chancery Court Orders Venture Capital Firm To Increase Terminated LLC Member's Payout In Post-Trial Opinion
On August 13, 2018, Vice Chancellor Travis Laster of the Delaware Court of Chancery ordered Domain Associates, LLC, a venture capital firm, to pay its former member, Nimesh Shah, the fair value of his 12.1%...
United States
4 Sep 2018
Unclogging The Equity Of Redemption Without "DRANO": Recent New York State Decision Sheds Light On Mortgage Loans Additionally Secured By Equity Pledges
On June 19, 2018, in HH Cincinnati Textile L.P. v. Acres Capital Servicing LLC, the Supreme Court of the State of New York refused to issue a preliminary injunction to prevent the foreclosure sale...
United States
6 Aug 2018
Court Of Chancery Issues Important Decision On Implied Covenant Breach Claims
The Delaware Court of Chancery granted defendants' motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC ("Trumpet").
United States
16 Feb 2018
Contracting Party Beware: The Implied Covenant Will Not Save You From Your Agreement If You Negotiated Away Your Rights
On February 1, 2018, the Delaware Court of Chancery granted defendants' motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC ("Trumpet" or the "Company").
United States
13 Feb 2018
M&A Update: Delaware Court Of Chancery Enforces Oral Agreement To Settle Proxy Contest
In a December 8th decision (Sarissa Capital Domestic Fund LP, et. al. v. Innoviva, Inc.), the Delaware Court of Chancery ruled in favor of Sarissa Capital Domestic Fund LP and certain of its affiliates in concluding that Sarissa and Innoviva, Inc. entered into a binding, oral agreement to settle a proxy contest prior to Innoviva's 2017 annual meeting of shareholders.
United States
3 Jan 2018
CFPB Adopts Rule Restricting Mandatory Arbitration Clauses In Consumer Financial Contracts
The Consumer Financial Protection Bureau ("CFPB") issued a new rule that restricts mandatory arbitration clauses in certain consumer financial contracts.
United States
20 Jul 2017
FRB Governor Powell Describes Challenges to Real Time Payment Systems and Blockchain Technology
Mr. Powell highlighted some of the work being done by the FRB Faster Payments Task Force, which recently completed reviews of 19 faster payment proposals.
United States
16 Mar 2017
NY Court Of Appeals Affirms Ruling That Informal Correspondence May Be Enough To Constitute Formal Trade Agreement
The New York Court of Appeals, in a decision by Judge Jenny Rivera, upheld a State Supreme Court's ruling that a trade can be deemed executed even if a formal agreement has not been signed...
United States
17 Jan 2017
ISDA Adds Japanese Jurisdictional Module To Resolution Stay Protocol
ISDA added a Japanese jurisdictional module to its Resolution Stay Jurisdictional Modular Protocol.
13 Jan 2017
IOSCO Reports On Risks Of Over-The-Counter Leveraged Products
After surveying members of its Committee for Regulation of Market Intermediaries, IOSCO described risks to retail investors relating to marketing and selling complex "OTC" leveraged products.
United States
4 Jan 2017
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