Business Law

Morality

Sony Lacks a Morals Clause in Kesha/Dr. Luke Legal Battle

Morality clauses play an increasingly larger role in contracts with high level executives, athletes, musicians and entertainers. These clauses are inserted into the contracts with the expectation that the signing parties will modify their behavior to fit certain expectations. An example of a morality clause in an agreement between an entertainer and advertiser could be written as follows: If [entertainer]

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stock

Shareholder Dissension, Even Over Coffee

Shareholders owning a minority block of stock in a corporation generally lack the ability to prevent transactions involving fundamental changes to the corporation or the nature of their investment in it. However, when fundamental corporate change is forced upon minority shareholders against their will, Minnesota law allows shareholders to “dissent” from the transaction and to exercise statutory “dissenter’s rights” designed

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causes

Understanding and Litigating Forum Selection Clauses

In business transactions, drafters often include certain “boilerplate” terms within the transaction documents, including forum selection or venue clauses. These provisions typically attempt to mandate the location where any litigation arising from the transaction must occur. However, when not clearly drafted, these provisions can lead to the initial stages of litigation becoming consumed in a battle over where the case

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LLCs

2015 Amendments to the Florida Revised LLC Act

The Florida Revised LLC Act was enacted in 2013 and took effect Jan. 1, 2014 for new Florida LLCs and Jan. 1, 2015 for all Florida LLCs. However, in 2015, the legislature further amended the act with clean-up changes and glitch fixes as well as some important substantive adjustments. One of those substantive adjustments may cause members and managers of

Read More »
FDIC

Going the Distance: Application of the Business Judgment Rule

With the number of failed financial institutions increasing in the last decade, bank officers and directors have seen a commensurate increase in claims asserted against them by the Federal Deposit Insurance Corporation (FDIC). According to the FDIC’s website, the FDIC brought claims against directors and officers (D&O) in 24percent of the bank failures between 1985 and 1992. From Jan. 1,

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wrecking ball

Stop That Wrecking Ball – Requests for Emergency Injunctive Relief

As long as there is business litigation, there will be a need for emergency injunctive relief to prevent the proverbial wrecking ball from smashing through your client’s business. Across virtually all businesses, situations calling for emergency injunctive relief will occur from time to time. For example, when an employee departs for the competition in blatant violation of a non-compete agreement,

Read More »
Morality

Sony Lacks a Morals Clause in Kesha/Dr. Luke Legal Battle

Morality clauses play an increasingly larger role in contracts with high level executives, athletes, musicians and entertainers. These clauses are inserted into the contracts with the expectation that the signing parties will modify their behavior to fit certain expectations. An example of a morality clause in an agreement between an entertainer and advertiser could be written as follows: If [entertainer]

Read More »
stock

Shareholder Dissension, Even Over Coffee

Shareholders owning a minority block of stock in a corporation generally lack the ability to prevent transactions involving fundamental changes to the corporation or the nature of their investment in it. However, when fundamental corporate change is forced upon minority shareholders against their will, Minnesota law allows shareholders to “dissent” from the transaction and to exercise statutory “dissenter’s rights” designed

Read More »
causes

Understanding and Litigating Forum Selection Clauses

In business transactions, drafters often include certain “boilerplate” terms within the transaction documents, including forum selection or venue clauses. These provisions typically attempt to mandate the location where any litigation arising from the transaction must occur. However, when not clearly drafted, these provisions can lead to the initial stages of litigation becoming consumed in a battle over where the case

Read More »
LLCs

2015 Amendments to the Florida Revised LLC Act

The Florida Revised LLC Act was enacted in 2013 and took effect Jan. 1, 2014 for new Florida LLCs and Jan. 1, 2015 for all Florida LLCs. However, in 2015, the legislature further amended the act with clean-up changes and glitch fixes as well as some important substantive adjustments. One of those substantive adjustments may cause members and managers of

Read More »
FDIC

Going the Distance: Application of the Business Judgment Rule

With the number of failed financial institutions increasing in the last decade, bank officers and directors have seen a commensurate increase in claims asserted against them by the Federal Deposit Insurance Corporation (FDIC). According to the FDIC’s website, the FDIC brought claims against directors and officers (D&O) in 24percent of the bank failures between 1985 and 1992. From Jan. 1,

Read More »
wrecking ball

Stop That Wrecking Ball – Requests for Emergency Injunctive Relief

As long as there is business litigation, there will be a need for emergency injunctive relief to prevent the proverbial wrecking ball from smashing through your client’s business. Across virtually all businesses, situations calling for emergency injunctive relief will occur from time to time. For example, when an employee departs for the competition in blatant violation of a non-compete agreement,

Read More »

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