M&A: How to Maximize Your Return When Selling Your Business
As a family or private business owner, you know how to sell your product or service. But do you know how to sell the company itself? Selling a business that has been built over the years is emotional and stressful, and for most business owners, a once-in-a-lifetime event. Many privately held Continue Reading
When Insurer’s Consent to Settle Isn’t Required
When an insurer wrongfully denies insurance coverage to its policyholder on a liability claim, the policyholder is free to settle the claim against it and press its right to insurance. That the insurer’s policy contains a provision requiring the insurer’s consent to any settlement poses no Continue Reading
No Trade Secret in Visual Aspects of Software: The Need for Non-Compete Agreements
A federal appeals court recently ruled that “features and functions” of software programs are not trade secrets, particularly when those with access are not required to sign confidentiality agreements. Because trade secret information cannot be “unseen,” this ruling reinforces the need for owners to Continue Reading
Initial Interest Confusion in Amazon Case Is Troubling
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
Corporation Law: Pennsylvania
This Q&A guide to corporation law in Pennsylvania addresses key areas of corporate law such as formation, foreign qualification, mergers, anti-takeover laws and dissolution. Answers to questions can be compared across a number of jurisdictions. Continue Reading
What Does It Mean to Be ‘Willful’? Defending Against Willful Violations of Securities Laws
Everyone can conjure up an image of a willful child—a kid who has made up his mind to disobey you. But the everyday understanding of "willful" is not what willful sometimes means in the law. Sometimes it can mean a deliberate and intentional violation of an authority, just like a willful child. Continue Reading
M&A: Facilitate Deal-Making through the Use of Representation and Warranty Insurance
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
Seeking Review of Magistrate Judge Decisions in Civil Cases
In 1968, Congress enacted the Federal Magistrates Act to institute a system of magistrate judges to replace the United States commissioner system, which had been in place in some form since the 1790s. The purpose of the act was “to improve the quality of the judicial officers serving just below the Continue Reading