Relief from NIMBYism for Renewable Energy: New York’s RAPID Act
One of the biggest challenges to states meeting ambitious Clean Energy Standards is local opposition to large scale projects, something we’ve written about previously. The federal government and many state legislatures have taken significant steps to incentivize and promote a rapid clean energy transition. However, because local governments in many areas still play a critical…
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Eleventh Circuit Provides Clarity to Incorporation-By-Reference Doctrine
The United States Court of Appeals for the Eleventh Circuit recently clarified the incorporation-by-reference doctrine in terms of how a lower court may treat documents outside the four corners of the complaint in deciding both motions to dismiss and motions for judgment on the pleadings with respect to Federal Rule of Civil Procedure[1] 12(d). This…
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Litigating Arbitration Awards: Federal Courts Decline to Punch the Jurisdictional Ticket
Over two years ago, the United States Supreme Court divested the federal courts of jurisdiction over all but a few disputes concerning the confirmation or vacation of arbitration awards. Since then, the federal appellate courts have further chipped at the contours of their subject matter jurisdiction, essentially delegating enforcement of arbitral awards to the states.…
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Mastering the Art of Lease Negotiation: Crafting Win-Win Agreements
Clients often request that their counsel focus lease negotiations exclusively on those terms most likely to have the most significant impact on economics and the long-term relationship with the counterparty. This request comes up most frequently from tenants who are presented with a standard lease form for a relatively short-term lease at a particular landlord…
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Foreign Entity Qualification Requirements: New York, Florida, and Massachusetts
For many founders, business formation in Delaware is preferrable regardless of where the business plans to operate. There are many reasons for that, including preferable corporate taxes, business friendly laws and regulations, and favorable legal precedent. It can also be beneficial to form in Delaware because so many entities do — it makes Delaware like…
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Closing with Confidence: Representations and Warranties Insurance in M&A
Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates deal-making by offering protection against financial losses arising from breaches or inaccuracies of the representations and warranties made by the seller in the transaction documents,…
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Survival Periods and Delaware’s Statute of Limitations in M&A
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and their clients alike favor both increasing efficiencies and achieving predictability in how deal documents would be analyzed if there is ever a dispute. As a…
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What Texas Court’s Decision on Non-Competes Means for Businesses
The Federal Trade Commission’s (FTC) ambitious attempt to implement a nationwide ban on non-compete agreements (with limited exceptions) has hit a significant legal roadblock. On August 20, 2024, U.S. District Judge Ada Brown of the Northern District of Texas issued a ruling that permanently enjoins the enforcement of the FTC’s proposed ban on a nationwide…
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Maximizing Value: The Art of Purchase Price Allocation in Real Estate Deals
When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing just the assets of the business, the allocation of the purchase price among its various assets is necessary for…
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Land Use Challenges Showcase What’s There for the ‘Taking’
The Fifth Amendment of the U.S. Constitution provides that “No person shall be… deprived of life, liberty, or property, without due process of law; nor shall private property be taken for public use, without just compensation.” Nearly 100 years later, the Constitution was amended after the Civil War to include the Fourteenth Amendment, which created…
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