Anti-reliance disclaimer by buyer in M&A transaction: Delaware law enforces clauses which identify the specific information on which a party has relied and foreclose reliance on other information Upon the consummation of an M&A transaction, a buyer usually has a period of time in which to Continue Reading
Much Ado About Nothing in Design-Defect Cases
For most product liability cases involving design-defect claims, New Jersey's Model Civil Jury Charges offer two options for instructing the jury on how to determine whether the design of the subject product was "defective." Those two tests are known as the "risk-utility" test and the "reasonable Continue Reading
President Obama Signs Two New Cybersecurity Laws; FERC, Congress Take Aim at Cybersecurity Risks in the Electric Utility Sector
A new law gives the President and the U.S. Secretary of Energy emergency powers over the electric sector in a grid security emergency and seeks to increase cyber information sharing to better protect all sectors including the energy sector. In addition, the Federal Energy Regulatory Commission has Continue Reading
It’s Not All About Error Preservation: Appellate Counsel’s Role on the Trial Team
Top Five Ways to Define an Appellate Strategy
Gotcha—The Unanticipated Costs of Quiet and Streamlined Disclosures
Some taxpayers not willing to pay the 27.5% penalty that otherwise applied under the traditional Offshore Voluntary Disclosure Programs have made quiet disclosures or entered into the Streamlined Filing Compliance Procedures (“Streamlined Program”). Many of these taxpayers rejected the protections Continue Reading
PECO Logistics, LLC v. Walnut Investment Partners, LP
Drafting LLC Agreements for Undesirable Outcomes: Sophisticated investor holds a “put right” but has no basis to challenge valuation on the units that are being “put.” A Delaware Court of Chancery opinion addresses a dispute arising from two sophisticated investors’ (“Walnut Investors”) challenge Continue Reading
If You Sell Online, Your Fine Print May Put You At Risk: Wave of Lawsuits Targets Website Terms and Conditions Under the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act
Nearly every business involved in online commerce or advertising includes disclaimers, limitations of liability, and other terms on its website’s Terms and Conditions or Rules of Use. Those Terms and Conditions are designed to reduce the risk of lawsuits by imposing acceptable use obligations, Continue Reading
Untested in Battle—The Cybersecurity Insurance Policy War Exclusion
An unnamed sovereign state, terrorists, or a rebel faction pilfered $10 million through an unauthorized wire transfer, and then unleashed Aurora, Stuxnet, or a yet-to-be named cyber-pestilence on your "supervisory control and data acquisition" (SCADA) systems. When the dust cleared, you had $8 Continue Reading
Cyber Threats Are On the Rise: Are You Covered?
A number of high profile corporate data breaches, mainly in the U.S. retail sector over the last two years, have rapidly led to a major change in enterprise cybersecurity strategy. Information security officers now view risk avoidance as extremely challenging, if not impossible. A traditional Continue Reading