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When Life Gives You Oranges, Try To Find An Implied Term

The court implied a term into a contract for the supply of orange pulp that, in the absence of agreement between the parties, the price was to be fixed at a reasonable or market price.

United States Commercial

AO

A&O Shearman

Texas Enacts New Law To Regulate Proxy Advisory Firms

On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 ("SB 2337") to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, such as ISS and Glass Lewis.

United States Commercial

JD

Jones Day

Omnibus - EU Council Signs Off On Its CSRD And CSDDD Negotiating Position

After a number of rounds of drafts, the EU Council has signed off on its position regarding the revisions to CSRD and CSDDD brought about by the Omnibus.

European Union Commercial

JD

Jones Day

Delaware Law Alert: Chancery Court Applies Conditional Probability To Calculate Damages In Earnout Dispute

A recent Delaware Chancery Court opinion offers a significant example of how courts may apply complex probability analysis to determine the amount of damages in an earnout dispute. The case arose from Alexion Pharmaceuticals, Inc.'s 2018 acquisition of Syntimmune, Inc.

United States Commercial

MB

Mayer Brown

Leaders In Law - Q&A With Gabriela N. Smith, Founder Of GNS Law And Exit-Ed Podcast

United States Commercial

K

Klemchuk

Oregon Enacts Limitations On PE Investment In Physician Practices

United States Commercial

TS

Taft Stettinius & Hollister

IPO Journey: How To Prepare As Regulators Aim To Ignite Markets

United States Commercial

AM

Alvarez & Marsal

EDGAR Next: Transition To The SEC's New Filing System Before The September Deadline

United States Commercial

BB

Baker Botts LLP

Council Of The European Union Agrees Mandate To Streamline CSRD And CSDDD Requirements

United States Commercial

PR

Proskauer Rose LLP

US Securities And Exchange Commission "Concept Release" On The Definition Of "Foreign Private Issuer"

United States Commercial

KL

Herbert Smith Freehills Kramer LLP

The Four Pillars Of Effective Board Structure

United States Commercial

MB

Michael Best

Florida Passes New Protected Series LLC Legislation

United States Commercial

HK

Holland & Knight

The Consequences Of Deception: Defendant Hit With $4.5 Million Judgment After 12-Year "Wild Goose Chase Based On A Lie"

United States Commercial

FF

Farrell Fritz, P.C.

Texas Legislation Regulating Proxy Advisory Firms Effective September 1st

United States Commercial

GP

Goodwin Procter LLP

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Webinars

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9 Jul 2025 | 2:00 PM

Digital Assets – Innovation vs Compliance: Emerging Offshore Jurisdictional Trends – How Legal Advisers' Roles Will Change

W

Walkers

Recorded on 24 Jun 2025 | 3:00 PM

(2nd Session) 2025 Global In-House Counsel Survey Report: Unique Insights into the Global In-House Counsel Profession

IC

In-House Counsel Worldwide

Recorded on 24 Jun 2025 | 9:00 AM

(1st Session) 2025 Global In-House Counsel Survey Report: Unique Insights into the Global In-House Counsel Profession

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In-House Counsel Worldwide

Recorded on 30 Apr 2025 | 2:00 PM

Mondaq | 2025 Law Firm Data Landscape Report

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Contracts and Commercial Law

When Life Gives You Oranges, Try To Find An Implied Term

The court implied a term into a contract for the supply of orange pulp that, in the absence of agreement between the parties, the price was to be fixed at a reasonable or market price.

United States Commercial

AO

A&O Shearman

Ohio Supreme Court Clarifies Ohio CAT Agency Exclusion

The Ohio Supreme Court recently issued a decision that provides important guidance regarding the application of the agency exclusion to the definition of gross receipts for Ohio Commercial Activity tax purposes.

United States Litigation

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BakerHostetler

AI Contracts In Health Care: Avoiding The Data Dumpster Fire

For AI companies in the health care space, data is everything. It fuels model performance, drives product differentiation, and can make or break scalability.

United States Healthcare

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Foley & Lardner

Florida Passes New Protected Series LLC Legislation

United States Commercial

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Holland & Knight

AI Wins Big On "Fair Use," But Judge Slams Brakes On Piracy In Landmark Anthropic Copyright Ruling

United States Technology

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Jones Walker

The Consequences Of Deception: Defendant Hit With $4.5 Million Judgment After 12-Year "Wild Goose Chase Based On A Lie"

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Farrell Fritz, P.C.

US Supreme Court Rejects "Minimum Contacts" Requirement Under Foreign Sovereign Immunities Act In Action To Enforce An Arbitration Award

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Delaware Chancery Court Dismisses Unripe Challenges To And Upholds Enforcement Of Advance Notice Bylaws

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Opening Statements In Complex Business Litigation

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Franchising

Court Holds Franchisor Could Be Liable For Workplace Abuse Experienced By Franchisee's Employee

A federal court recently denied a franchisor's motion to dismiss a workplace-abuse lawsuit filed by its franchisee's employee because the employee stated...

United States Employment

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Foley & Lardner

Texas Supreme Court Limits Franchisor Liability In Franchisee Sexual Assault Case

On May 2, 2025, the Texas Supreme Court held that a franchisor owes no duty of care for injuries caused by a franchisee's employee unless the franchisor...

United States Commercial

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Foley & Lardner

Federal Court Enjoins Former Franchisees And Two Related Entities From Competing Against Franchisor

A federal court recently granted in part and denied in part a franchisor's motion to enjoin the post-termination activities of its former franchisees and two related entities.

United States Commercial

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Foley & Lardner

Stick To The Status Quo: TRO Stops Franchisor From Terminating Franchise Agreement Pending Motion To Transfer

United States Commercial

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Foley & Lardner

Franchise Agreement Requiring Out Of State Mediation Is Unenforceable In California

United States Commercial

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Foley & Lardner

When Good Deals Go Bad

United States Commercial

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AlixPartners

Keep Wining: Franchise Statute Opens Door To Protections For Missouri Wine Distributor

United States Commercial

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Foley & Lardner

Chapter 11 Filing Without Consent Of Independent Director Dismissed As Unauthorized

United States Insolvency

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Jones Day

How Can An Attorney Support Franchisors And Franchisees?

United States Commercial

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Stephenson Fournier

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Professional Negligence

Auditor Malpractice – Third Circuit's Recent Application Of New York Law

In Overland Leasing Group, LLC, two New York-based accounting firms that issued independent audit reports for a company were sued for malpractice and negligent misrepresentation.

United States Accounting

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Goldberg Segalla LLP

Compensation and risk: Initial disclosures under new SEC rules and what you need to know about them

The concept of "unnecessary and excessive risks" in compensation has officially arrived.

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Grant Thornton LLP

Privacy, Please

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United States Employment

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Foster Pepper PLLC

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Gilbert LLP

Insurance Primer For Financial Services Firms

United States Insurance

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Gilbert LLP

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United States Environment

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In Brief: Good-Faith Chapter 11 Filing Determination Defeats Fiduciary Duty Breach Claim

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New Minnesota Data Retention Law Creates Potential Liability For Merchants

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Pillsbury Winthrop Shaw Pittman

Pernicious, Perfidious, Insidious = Tortious

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Foley & Lardner

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Shareholders

Texas Enacts New Law To Regulate Proxy Advisory Firms

On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 ("SB 2337") to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, such as ISS and Glass Lewis.

United States Commercial

JD

Jones Day

Oregon Enacts Limitations On PE Investment In Physician Practices

The most recent and stringent legislative effort to restrict private equity investment in medical practices became law on June 9, 2025, when Oregon Gov. Tina Kotek signed Senate Bill 951 (SB 951).

United States Commercial

TS

Taft Stettinius & Hollister

US Securities And Exchange Commission "Concept Release" On The Definition Of "Foreign Private Issuer"

On June 4, 2025, the US Securities and Exchange Commission (SEC) issued a "Concept Release" that will be of significant interest to our "foreign private issuer" ("FPI") clients, their shareholders...

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Herbert Smith Freehills Kramer LLP

Texas Legislation Regulating Proxy Advisory Firms Effective September 1st

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Goodwin Procter LLP

SEC Investigations: A Primer

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Winston & Strawn LLP

Texas Targets Proxy Advice Based On Nonfinancial Factors With SB 2337

United States Commercial

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Bracewell

The SEC's Cyber Disclosure Rules: Compliance Strategies And Pitfalls – A Litigator's Perspective

United States Technology

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Caldwell

"They Will Thank Me In The Long Run": Court Of Appeal Considers Good Faith Obligations And Fiduciary Duties Of Directors In Relation To Shareholder Exit Provisions

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Goodwin Procter LLP

Texas Governor Signs HB 40, Expanding Jurisdiction Of The Texas Business Court

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Katten Muchin Rosenman LLP

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Deals And Disruption: The 2025 M&A Forecast (Video)

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Ten Minute Interview: Bridging M&A Valuation Gaps With Earnouts And Rollovers (Video)

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