Tips For Enforcing Carve-Out or “Bad Boy” Guaranties
Drafting effective carve-out or “bad boy” guaranties—especially in Illinois or similar jurisdictions—requires a careful balance between lender protection and guarantor fairness. Here are some nuanced tips to help you structure them strategically: Start with precise definitions. Avoid vague terms like “waste” or “bad acts” unless they’re clearly defined. Courts have interpreted ambiguous carve-outs as triggers […]
Beware Abuse of Attorney/Client Relationship for Personal Advantage
Such abuse happens more often than attorneys care to admit. Sometimes it is death by a tenth of an hour at a time. Other times, a law firm will blatantly violate its obligations for reasons ranging from friendship to greed. Orbian Corp. v. Burns & Levinson: That Is NOT What Friends Are For In December […]
Case Update: Post-Closing Litigation
In Northern Data AG v. Riot Platforms, Inc., a Delaware court dealt with a case in which the parties disagreed on the final price and submitted several issues to an accounting expert. The expert resolved four issues in favor of the Buyer. To no surprise, the Seller then ran to court. For two of the four […]
Extreme Heat and Manufacturing/Distribution Agreements
I have been asked several questions recently about this issue for obvious reasons. Rather than bore you in one blog post, I decided to bore you in two blog posts. 1. Definitions & Scope 2. Manufacturing-Phase Obligations 3. Distribution-Phase Protections 4. Force Majeure & Excusable Performance 5. Indemnities, Warranties & Liability Caps Clause Type Purpose […]
Thinking About Trade Secrets, AI, Workplace Safety, and ICE Raids
I strongly suggest businesspeople think about the interplay between “general legal issues” and “general use technologies“. I also strongly suggest asking me for a picture of myself with Paulie Walnuts when I met him at this boxing match–this is one of my favorite celebrity pics from my work trips to Las Vegas. Innovations in AI-powered […]
Forecasting the Key Legal Issues for SMBs in 2026
It is never too early to start worrying about how the legal world will impact your business in 2026. That said, I foresee the key legal issues in 2026 to largely mirror those from 2025. This is not intended to be a comprehensive list; rather, this is a “greatest hits” of generally applicable issues businesspeople […]
Getting Ready for the Get Ready: Selling a Business
I hope the cheesy photo grabbed your attention because overlooking key legal aspects of an M&A deal can lead to delays, disputes, or even derail the deal entirely. Here’s a breakdown of the most important legal considerations: 🧾 1. Business Structure and Ownership 📑 2. Due Diligence Preparation 📜 3. Contracts and Assignability 🧠 4. […]
Simple Mistakes That Cause Expensive Litigation
No one is perfect. This is why many of us have jobs. However, many mistakes are avoidable. REALLY AVOIDABLE. These three cases are reminders to sweat the small stuff. Bissell Street I, LLC v. Westbrook Partners LLC (New York): Parties that co-funded and worked together in the acquisition of a $139,000,000 real estate property failed […]
AI Representations and Warranties in Contracts
All agreements should be carefully drafted after proper due diligence to ensure the parties are receiving what the parties agree to exchange. Representations and warranties lock in the core facts underlying the parties’ transaction. Artificial intelligence upends many of the classic representations and warranties that are found in agreements. So be careful! Obvious examples where […]
AI and Insurance: How Do We Protect Our Company?
A data breach caused by an AI vulnerability, a product liability claim stemming from AI bias and many other scenarios could wipe out the gains created from using generative AI. Even worse, the company’s existence could be placed at risk. So an obvious question must be asked “Is the company truly insured for these risks?” […]
