Corporate
Showing 565 - 570 of 2622 results.
R&D Agreements Rights and Key Enforcement Strategies
Research and development agreements are binding contracts that govern how companies collaborate on innovation projects, allocate intellectual property ownership, and manage confidential technical information.The enforceability of an R&D agreement depends on clear allocation of IP rights, defined funding obligations, and explicit confidentiality protections that courts will recognize and enforce. A well-drafted R&D agreement must identify what technology is covered, specify who owns inventions developed during the project, and establish remedies for breach. This article addresses the structural elements, enforcement mechanisms, and documentation practices that make R&D agreements enforceable in New York courts and other jurisdictions.
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How to Defend against CBP Audits under a Tariffs Agreement
A tariffs agreement is a binding trade arrangement between nations or trading blocs that sets duty rates, exemptions, and compliance obligations for imported and exported goods. Corporate importers and exporters must understand the legal framework governing these agreements because tariff classification, origin rules, and rate schedules directly affect cost structure and competitive positioning. Courts and trade authorities enforce tariff obligations through administrative proceedings and customs enforcement, making procedural compliance and timely documentation critical to protecting business interests. This article covers how tariffs agreements operate, key compliance requirements, dispute resolution pathways, and practical steps to manage tariff exposure in your supply chain.
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What Should Boards Know before a Takeover Battle?
Can a board resist a takeover battle without breaching fiduciary duties? Learn how takeover defenses, disclosure rules, and board procedures affect legal risk. A takeover battle arises when an acquirer seeks corporate control without the target board's approval, usually through a tender offer or proxy contest. During a takeover battle, directors must determine whether defensive measures such as poison pills, white knight transactions, or matching rights satisfy fiduciary duties while maximizing shareholder value. Because takeover battle disputes often involve fiduciary duty claims, boards should document negotiations, fairness opinions, competing bids, and disclosure decisions to demonstrate an informed, independent, and good-faith decision-making process.
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Purchase and Sale of Assets: Process, Key Terms, and Legal Considerations
Understand purchase and sale of assets, due diligence, purchase agreements, tax rules, liability allocation, and closing steps. A purchase and sale of assets allows a buyer to acquire selected business assets while limiting assumed liabilities through a structured corporate transaction. A successful purchase and sale of assets requires comprehensive due diligence, a carefully negotiated asset purchase agreement, third-party consents, New York tax planning, and clearly defined indemnification and liability allocation before closing. Understanding every stage of a purchase and sale of assets helps buyers and sellers reduce post-closing disputes, manage transactional risks, and complete asset acquisitions efficiently.
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M&A Purchase Agreement Terms: Indemnification, Reps, and Pricing
Two features of New York law change how these provisions operate. A contractual survival period displaces the statute of limitations. When the representations expire, the claim expires with them — a buyer counting on six years because that is the contract limitations period has misread the agreement. And knowledge does not cure a breach. A buyer who learns of a problem before closing may still bring the claim afterward unless the agreement provides otherwise. Sellers who assume the opposite are assuming a rule New York does not apply. The basket structure matters as much as its size. A deductible returns only the excess above the threshold. A tipping basket returns everything from the first dollar once the threshold is crossed. The same number produces very different recoveries. Working capital disputes usually end outside court. Most agreements refer them to a neutral accountant whose determination is final — which makes the scope of that referral, and whether it extends to interpreting the accounting principles or only to applying them, the term worth negotiating. And exclusivity is the question behind all of them. Whether indemnification is the sole remedy, and how narrowly fraud is carved out of that limitation, determines whether the caps and baskets are boundaries or merely starting points.
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How to Manage Covenant Risks under Sustainable Finance
Sustainable finance affects acquisition financing through ESG covenants, disclosure obligations, compliance requirements, and post-closing governance risks. Sustainable finance plays a growing role in acquisition financing by linking ESG performance, governance commitments, and sustainability disclosures to lending terms and transaction execution. Sustainable finance frameworks can affect financing availability, covenant obligations, due diligence requirements, and post-closing compliance responsibilities. As sustainable finance becomes increasingly integrated into corporate acquisitions, understanding ESG-related risks, disclosure expectations, lender requirements, and compliance strategies is essential for successful transaction planning and long-term value creation.
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