The House Ways and Means Committee is considering retirement plan changes. Retirement issues aren’t unpopular with the Democratic minority in the Senate. The retirement provisions can be [...]
Delaware Court Finds “Material Adverse Effect” Permitted Merger Termination
In Corporate Issues PostedFor the first time ever, a Delaware court has found that a target company has experienced a “material adverse effect” sufficient to allow the purchaser to terminate the purchase agreement. On [...]
Preferred Stock Demystified (Part IV): Convertible, Non-Participating Preferred Stock
In Corporate Issues PostedConvertible, non-participating preferred stock has a senior liquidation preference pursuant to which the preferred shareholder receives back its invested money plus all accumulated, unpaid [...]
On September 20, a full panel of the Superior Court filed an Opinion in Gregury and Robey v. Greguras, et al., 2018 PA Super 261 (Pa.Super., filed Sept. 20, 2018) (en banc), clarifying when a [...]
Over the past few years, we have seen representation and warranty insurance (RWI) gain a larger foothold in middle and lower-middle market M&A transactions. With more insurers entering the [...]
This post was written by David Jaffe. For lower middle market growth companies, there’s never been a better time to consider a sale or private equity recapitalization transaction. In a [...]
The Third Circuit Reminds Employers to Provide Background Check Reports
In Employment and Labor, Risk Mitigation PostedA recent decision by the United States Court of Appeals for the Third Circuit in Long v. SEPTA should serve as a reminder that companies which use background checks to screen job applicants must [...]
Avoid Missteps With New Amendments to the Pennsylvania Contractor and Subcontractor Payment Act Going Into Effect On October 10th
In Corporate Issues PostedRecent amendments to the Pennsylvania Contractor and Subcontractor Payment Act affect virtually all non-public construction contracts entered in the commonwealth on or after October 10, [...]
Seize the Day! Taking Full Advantage of the Defend Trade Secrets Act Seizure Remedy to Protect Your Business
In Risk Mitigation PostedThe Defend Trade Secrets Act of 2016 (the “DTSA”), which created, for the first time, a federal cause of action for trade secret misappropriation, is a little over two years old now. One of the [...]
European General Data Protection Regulation Affects US Businesses
In Corporate Issues, Information and Business Technology, Intellectual Property PostedMany US businesses have avoided addressing compliance with the General Data Protection Regulation (GDPR) which took effect May 25, 2018. This is typically based on erroneous conclusions such as: [...]