View Recent Blog Posts in Business Disputes and Litigation

  • Successor Liability: Considerations When Structuring Your Acquisition By Matthew C. Meiners In targeting a company for purchase, many buyers prefer to purchase the assets of a company, as opposed to the stock (or other equity) of the company because, as a general rule, the buyer of assets in an asset acquisition does not automatically assume the liabilities of the seller.  Accordingly, an... Continue Reading... ....
  • Sandys v. Pincus: Expansion of the Rales Test and Lowering of Threshold for Lack of Independence in the Demand Futility Context By David P. Hamm, Jr. In Sandys v. Pincus, the Delaware Supreme Court reversed a “thoughtful forty-two page opinion” by Chancellor Bouchard that dismissed a derivative action based upon the stockholder’s failure to make pre-suit demand.[1] The court’s opinion can be found here.  The underlying Court of Chancery opinion can be found here. Expansion of the Rales Test... Continue Reading... ....
  • Navigating the Uncertain Horizon of Post-Closing Indemnification Claims By David P. Hamm, Jr. Helping sellers navigate the uncertain horizon of post-closing indemnification claims is a crucial part of a deal lawyer’s job on the sell-side of any M&A transaction. According to a relatively recent study by Shareholder Representative Services (the “2013 SRS Study”), approximately 67% of private M&A transactions have “material post-closing issues.”[1]  While post-closing liability exposure is ....
  • Delaware Court of Chancery Provides Additional Guidance on the Application of the Business Judgment Rule in the Context of a Controller Buyout By David P. Hamm, Jr. In In re Books-A-Million, Inc. Stockholders Litigation, the Delaware Court of Chancery dismissed a suit by minority stockholders (the “Plaintiffs”) alleging that several fiduciaries breached their duties in connection with a squeeze-out merger (the “Merger”) through which the controlling stockholders of Books-A-Million, Inc. (the “Company”) took the Company private.[1]  The decision, authored by Vice ....
  • Do Lenders and Borrowers Intend a Novation of Prior Agreements? A Cautionary Tale and the Need to be Crystal Clear in Drafting Amendments By Dean P. Cazenave When lenders and borrowers want to modify the terms of an existing loan agreement, and the modifications are extensive and will affect many provisions of the agreement, the lender’s lawyer will often choose to draft an “amended and restated agreement” in order to document those modifications. A single amended and restated... Continue Reading... ....
  • ADA Access: “Drive By” or “Google” Lawsuits and the Americans with Disabilities Act? By Price Barker, Brian Carnie, and Michael Lowe Disability access lawsuits have become a cottage industry and they have found their way into Louisiana, Texas and Arkansas.  Most are brought by the serial litigants working with same law firm.  These plaintiffs visit a business for the primary purpose of discovering an Americans with Disabilities Act... Continue Reading... ....
  • Protecting Attorney-Client Privileged Communications in M&A Agreements By Linda Perez Clark Recent cases have highlighted the importance of seller contractually protecting and retaining ownership over communications that, pre-closing, are subject to the attorney-client privilege.  The absence of such language in a merger or asset/stock purchase agreement can lead a court to conclude that such communications are owned by the buyer/surviving corporation. Such... Continue Reading... ....
  • Enforcing Arbitration Awards in Louisiana By G. Trippe Hawthorne and Mallory McKnight Fuller Click here to review a Practice Note explaining how to enforce arbitral awards in the state and federal courts in Louisiana.  This Note explains the procedure for confirming an arbitration award in Louisiana, and the grounds on which a party may challenge enforcement under Louisiana and federal law,... Continue Reading... ....
  • Bridges v. Nelson Industrial Steam Company, Inc. and Recent Amendments to Louisiana’s Further Processing Exclusion from Sales and Use Tax By Linda Akchin and Chris Dicharry INTRODUCTION Louisiana law imposes a sales tax on “sales at retail.”  “Sale at retail” is defined in the sales tax law, and the definition provides that the term does not include “sales of materials for further processing into tangible personal property for sale at retail.”    This provision is commonly... Continue Reading... ....
  • U.S. District Court for the Middle District of Louisiana Suspends Legal Delays Due to Flooding By Brittany Buckley Salup Chief Judge Brian Jackson issued an “Omnibus Order Suspending All Deadlines” for cases pending or to be filed in the U.S. District Court for the Middle District of Louisiana.  The Order explains that the court has been inaccessible—a key term in the Federal Rules of Civil and Appellate Procedure—since August 12,... Continue Reading... ....