On January 22, 2019, the United States Supreme Court unanimously held that “secret sales” of an invention subject to confidentiality provisions can invalidate patent rights under the “on-sale [...]
If Potential Environmental Problems Are Standing in the Way of a Transaction, Consider Environmental Insurance
In Corporate Issues, Risk Mitigation PostedPersons looking to buy or sell businesses or real estate are often stymied by suspected environmental liabilities, but overlook environmental insurance as a possible solution. A product that has [...]
HHS Underscores its BAA Enforcement Priority with Recent $500,000 Settlement
In Corporate Issues PostedThe Department of Health and Human Services (HHS) has made any disclosure of Protected Health Information (PHI) not governed by a Business Associate Agreement (BAA) an enforcement priority. HHS [...]
On November 21, 2018, the Pennsylvania Supreme Court decided Dittman vs. UPMC, holding that an employer can be liable under a negligence theory for failing to adequately safeguard electronically [...]
Preferred Stock Demystified (Part VI): Convertible, Double-Dip Participating Preferred Stock
In Corporate Issues PostedLike non-convertible, double-dip participating preferred stock, convertible, double-dip participating preferred stock has a fixed, accruing dividend and a senior liquidation preference pursuant [...]
Credit Card Surcharges Likely to Become Widespread – Pass it On
In Corporate Issues, Risk Mitigation PostedRecent legal trends raised the likelihood that merchants will pass on their credit card transaction fees – that is, the fee that credit card providers charge merchants to process a credit card [...]
Preferred Stock Demystified (Part V): Convertible, Conventional Participating Preferred Stock
In Corporate Issues PostedConvertible, conventional participating preferred stock entitles the preferred shareholder to receive the greater of (a) the senior liquidation preference pursuant to which the preferred [...]
This week, the United States Patent and Trademark Office (USPTO) issued final rules changing the standard used for claim construction in AIA proceedings, including inter partes reviews (IPR), [...]
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 [...]