In this frothy, seller-driven M&A market, representation and warranty insurance can help bridge the gap between a buyer and seller and facilitate deal-making. In M&A transactions, a seller seeks to limit the extent to which a buyer will have recourse to a seller after consummation Continue Reading
“Want Coke? Buy Pepsi!” Is This Confusing?
Suppose you walk into a greasy cheeseburger joint and ask for a Coke®. A cook who looks remarkably like the late John Belushi doesn’t say, “No Coke; Pepsi.” Instead, he says, “You want Coke? Have a Pepsi!” and you buy the Pepsi®. Does Coke have a claim that you were confused into buying Pepsi? That Continue Reading
New Pennsylvania Law to Simplify Entity Transactions
Pennsylvania’s new Entity Transactions Law is expected to streamline the process of effecting certain fundamental changes or change of control transactions. Effective July 1, 2015, companies doing, or wishing to conduct, business in Pennsylvania will now be able to seamlessly complete certain Continue Reading
Six Tips for Generating Buzz Without Getting Stung
A good marketing department knows how to generate product “buzz” by leveraging external influencers and promotions. The challenge for the company is to avoid being stung by the FTC’s recently published Endorsement Guides (the “Guides”), or older regulations. Influencers can be consumers, Continue Reading
State Toughens Spill Reporting Requirements
Connecticut’s spill reporting thresholds have been lowered, so you may now need to report releases that would not have triggered reporting requirements in the past. The changes to the "Significant Environmental Hazard" Law took effect on July 1. The Connecticut Department of Energy and Environmental Continue Reading
FTC Eyes Kickstarter Campaigns for Consumer Protection
Most Kickstarter projects never reach the funding threshold, so funders never pay anything into the venture. However, as shown by recent enforcement action, agencies such as the FTC (Federal Trade Commission) have become interested in the 37% that do receive funding. Those using crowdfunding Continue Reading
New Delaware Law Invalidates “Fee-shifting” and Validates “Forum-selection” Provisions
The legislation signed into law last week responds to the Delaware Supreme Court’s decision in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) in which the Court upheld as facially valid a nonstock corporation bylaw imposing liability for the corporation’s legal fees on members who Continue Reading
1F Y0U CAN R3AD TH15—Security and Scam Alert
You may think there is no value in chasing domain name squatters because customers find your website through search engines, but consider squatters as internal and external security risks. A constantly evolving threat, there are new variations on old domain name scams. Spear-Phishing Among Your Continue Reading
Update on the Massachusetts Earned Sick Time Law: What Employers Need to Do by July 1, 2015
The Massachusetts Earned Sick Time Law (the “ESTL”) becomes effective next month, imposing significant obligations on all employers to provide up to 40 hours of earned sick time to Massachusetts employees. By July 1, 2015, employers are required to provide employees with a notice of rights under the Continue Reading
Things You Can’t Unsee…Such As Trade Secrets
A federal appeals court has ruled that “features and functions” of software programs are not trade secrets, particularly when those with access are not required to sign confidentiality agreements. This ruling reinforces the need to have confidentiality provisions in all agreements related to Continue Reading