Key Considerations When Asserting or Defending Reasonable Reliance in Fraud Cases
Plaintiffs must prove that they “reasonably relied” on fraudulent misstatements of material facts to win their cases. Defendants often argue (1) the plaintiff did not sufficiently investigate the truth of the misstatements; or (2) the misstatements were so unbelievable that no reasonable person could have relied upon them. Failure to Investigate: The law does not […]
Newly Enacted Illinois Laws
I am proud to write that the Illinois legislature passed quite a bit of substantive legislation that was signed into law by Governor Pritzker. Business owners need to be aware of what new laws are passed every year. This post shares summaries of a limited number of business-related laws that Illinois companies should know about. […]
Have You Really Thought Through Your Due Diligence?
Due diligence identifies potential risks before closing a deal. The goal is to find problems that may lead to renegotiating, reducing the purchase price, or walking away from a deal. Yet many issues remain hidden despite rigorous due diligence. Earlier in my career I read about issues that were raised in a bankruptcy asset sale […]
Key Tenant Issues In Data Center Leasing Agreements
Leasing a data center is a strategic decision that comes with unique challenges. Here are some of the critical issues you should be aware of before signing a data center lease. 1. Security and Access Data centers house critical infrastructure, making security a top priority. Here are some considerations: 2. Maintenance Responsibilities Data center tenants […]
Commercial Forbearance Agreements: Borrower Considerations
Forbearance is the act of temporarily refraining from taking action against someone or something. In the commercial lending context, forbearance means the lender is refraining from exercising its remedies because the borrower defaulted on its loan. Forbearance agreements can be simple and straightforward. They can also be complicated contracts with many moving parts, […]
Protecting Limited Liability
A recent case in New York serves as an important reminder to follow corporate formalities to protect against “piercing of the corporate veil.” In RPH Hotels 51st S. Owner, LLC v. Icon Parking Holdings, LLC, the defendant holding company was found liable for the debts of three wholly owned subsidiaries. Applying Delaware law, the Court […]
Appraising the Choice of Appraiser
Business and real estate appraisals determine the damages awarded in larger commercial cases. Therefore, the credibility and quality of the appraisal report are paramount. Nonetheless, parties often choose their appraiser because they want the appraiser to provide a valuation that is higher or lower depending on the party’s preferred outcome. This can be a short-sighted […]
IP Licenses Are IP Leases
An intellectual property license is a lease for use of Intellectual property. If attorneys and their clients understood this elemental principle, then licensing negotiations would often be less complicated, less fought over, and less expensive. Certain words are used in the same manner in both types of agreements, such as the words “term”, “termination”, and […]
