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- A Way to Earn More? The Risks in Earnout Provisions By Max B. Kallenberger A potential purchaser of a business and a corresponding seller often disagree on the value of the business, particularly in regard to sales projections. The purchaser may attempt to entice the seller with what it believes is a fair compromise – accepting the perceived over-inflated price asked for by the seller,... Continue Reading... ....
- Recent United States Supreme Court Decision Tackles Question of What Happens When Bankruptcy Meets Intellectual Property By: Katie M. Hollowell, Devin Ricci, and Eric Lockridge A recent United States Supreme Court decision handed down in May addressed what occurred when contract, bankruptcy, and intellectual property laws intersected.[1] In Mission Products Holdings, Inc. v. Tempnology, LLC nka Old Cold, LLC, the Supreme Court was presented with the question of whether a debtor’s rejection of an executory... Continue Reading... ....
- Recent Appellate Court Decision Sheds Light on Shareholder Remedies Under the Louisiana Business Corporation Act By Ben Jumonville A decision handed down by Louisiana’s Third Circuit Court of Appeal on February 21, 2019, is the first reported case to examine the remedy granted to oppressed shareholders by the Louisiana Business Corporation Act (LBCA), which became effective in 2015. The LBCA introduced in Louisiana a version of what is known as... Continue Reading... ....
- Don’t Throw Out Your Old Construction MSA Just Yet – LA Middle District Holds That the Date of the MSA Controls (Not the Date of the Work Order) For Purposes of Applying the Louisiana Construction Anti-Indemnity Act By: Matthew C. Meiners The Louisiana Construction Anti-Indemnity Act (La. R.S. 9:2780.1) generally renders null, void and unenforceable any provision in a construction contract (defined broadly to include design, construction, alteration, renovation, repair, and maintenance) which either: (1) purports to indemnify, defend, or hold harmless, or has the effect of indemnifying, defending, or holding harmless, the... Continue Reading... ....
- Cell Phone Reward and Risk By James R. “Sonny” Chastain, Jr. In a recent Supreme Court decision involving the Fourth Amendment, Justice Roberts noted that there are 396 million cell phones accounts in the United States for a nation of only 326 million people. The cell phone provides numerous functions including access to contacts, data, information and the internet. Some... Continue Reading... ....
- International Trade Update: Is NAFTA Being Revised or Replaced? By Stephen C. Hanemann “A big day for trade!” was President Donald Trump’s enthusiastic announcement concerning the bilateral negotiations recently reached between the United States and Mexico on August 27, 2018, merely three months away from the North American Free Trade Agreement’s 25th birthday. While ratified by the Legislatures of Canada, Mexico, and the United... Continue Reading... ....
- The City of New Orleans Overhauls Its Liquor Licensing Process By Jill A. Gautreaux Some exciting news for liquor license holders in the City of New Orleans! Effective August 27, 2018, the City of New Orleans (“City”) has transferred the administration of liquor licenses from the Department of Revenue to the Department of Safety and Permits in an effort to streamline the permitting process. Years... Continue Reading... ....
- Louisiana First Circuit Declines to Supply Right of Publicity to Barry Seal Succession By James R. “Sonny” Chastain, Jr. On June 21, 2018, the Louisiana First Circuit Court of Appeals addressed the right of publicity and right of privacy in connection with Barry Seal (“Seal”) and the movie titled “American Made”. In 2014, Universal City Studios, LLC (“Universal”) entered an agreement to purchase the life story of Barry... Continue Reading... ....
- Louisiana and Parishes Considering How to Realize Benefit from Scotus’ Wayfair Decision – Working to Change Effective Date of Enabling Legislation By Jaye Calhoun, Jason Brown, and Willie Kolarik The Louisiana Legislature is considering last minute legislation to change the effective date of legislation allowing the State to tax remote sellers but has not acted to make other centralized collection legislation operative. It may not have to. Today, in a 5-4 decision with far-reaching implications, the Supreme... Continue Reading... ....
- Suddenly Everything Has Changed: United States Supreme Court Adopts an Undefined Uniform Substantial Nexus Standard, Overturns Quill, and Fundamentally Alters the State Tax Landscape in Historic Wayfair Decision By the Kean Miller State and Local Tax Team On June 21, 2018, the Supreme Court of the United States issued its opinion in South Dakota v. Wayfair, Inc., Dkt. No, 17-494, 585 U.S. __ (June 21, 2018). In addition to overturning the physical presence substantial nexus standard applicable to use tax collection requirements articulated... Continue Reading... ....
