Indemnification Obligation Limits in Stock Purchase Agreements In an earlier post, stock purchase agreements were addressed, with brief mention of principal clauses including indemnification provisions. This post will focus directly on the utility of indemnification obligation limits in stock purchase agreements. The indemnification obligations imposed on stockholders of the [...]
Acquisition Due Diligence: IP Infringement In another post, the process of identifying and investigating intellectual property (“IP”) assets of a target company was addressed. That process often serves as the first step of an IP due diligence effort and builds a foundation for subsequent stages of IP due diligence. [...]
M&A Due Diligence: Employee Entitlements in Stock Purchase Deals A crucial activity of any due diligence effort in an acquisition is to review the employee benefits offered and maintained by the target company. This sort of review is vital whether the intended deal structure is an asset purchase or [...]
Acquisition: Structuring a Stock Purchase Deal In a deal structured as a stock purchase, the buyer purchases either all or a controlling interest in the outstanding shares of the target company’s stock, which results in the target becoming a subsidiary of the buyer. Stock purchases differ from asset purchases [...]
Directors and Officers Insurance: Do Startups Need It? Among the many types of insurance startup companies might consider, Directors and Officers (D&O) Insurance may have the biggest impact in terms of making the company more attractive to interested investors and potential talent. D&O insurance covers specific risks not addressed [...]
Have You Considered IP Insurance? Many small companies erroneously assume that their Commercial General Liability (CGL) Insurance policy will cover defense costs in case of a suit over intellectual property (“IP”) infringement, such as a patent infringement claim. Insurers typically have two principal duties under a third party CGL [...]
IP Due Diligence in Mergers and Acquisitions The first step in conducting intellectual property (“IP”) due diligence of a target company is to identify and list all IP assets indicated in documentation produced by the target company and any relevant information obtained during the preliminary examination of the target. [...]
Have You Considered Alternative Dispute Resolution? A key topic addressed in any commercial contract is how the parties will resolve any future disputes. For judicial remedies, the parties to a contract may specify the litigation venue, the choice of law to be applied, and limits to the time period [...]
Three Often Overlooked Items in Commercial Leases Parking is an important part of any commercial space, but when signing a commercial lease, this provision is often neglected. This seemingly obvious and vital component of a business’s space needs is commonly overlooked, and can be costly to remedy after the [...]
Classifying Workers: Are They Employees? California businesses face a task with potentially costly legal implications when deciding whether to classify workers as employees or independent contractors. Certain businesses may have an economic incentive to classify workers as independent contractors to take advantage of decreased labor costs that result from [...]
