Contractual Provisions

Skadden, Arps, Slate, Meagher & Flom LLP

Publications

Moss Bros: The Difficulty of Invoking MAC Conditions in UK Public Takeovers
May 20, 2020

The Takeover Panel has confirmed again in the Brigadier Acquisition Company/Moss Bros case how difficult it is for bidders to invoke material adverse change conditions and lapse offers in the UK. Potential suitors for UK public companies should stay alert to the significant hurdles they face in trying to walk away from an offer once they have made a firm intention announcement.

Sidestep COVID-19 Judicial Logjams by Converting Litigation to Arbitration
April 16, 2020

As a consequence of the COVID-19 pandemic, civil litigation in many U.S. commercial centers has been disrupted, potentially creating a future backlog of matters, and new disputes are arising between commercial parties. In the circumstances, parties may want to consider entering into an arbitration submission agreement, which can be used after a dispute arises to have it resolved through arbitration — even if the parties had not previously contemplated arbitrating their disputes.

COVID-19: How To Prepare for Potential Future Disputes
April 15, 2020

As the COVID-19 pandemic continues to develop, guiding a business through this time of crisis means making decisions that gravely impact the company and its employees. With this in mind, companies should be aware of the methods and levels of record-keeping they will need in advance of a potential future litigation or arbitration dispute.

Coronavirus/COVID-19: Implications of Event Postponement and Cancellation
April 3, 2020

The outbreak of coronavirus/COVID-19 has caused numerous companies and event organizers to postpone, reschedule or even cancel public events, including sporting events, concerts and conferences. We provide a summary of key principles and possible considerations in evaluating the host of commercial concerns raised by these postponements and cancellations, including whether performance may be excused under a force majeure provision or a common law doctrine, the extent of each party’s insurance coverage and whether the event organizer must provide refunds to ticket purchasers.

COVID-19: Russia Update
April 3, 2020

In our first update on the impact of COVID‑19 in relation to the Russian market, we consider contract implications, changes to Russian corporate and securities laws, recent response measures adopted by the Russian government and general trends.

Coronavirus/COVID-19: French Ordinance Enacts Moratorium on Statutes of Limitations, Procedural and Contractual Deadlines
March 31, 2020

The COVID-19 pandemic may make complying with certain statutory or contractual deadlines materially or physically impossible. To address this situation, Ordinance No. 2020-306, which was passed by the French government on March 25, 2020, enacts a “moratorium” on such deadlines that would have otherwise expired between March 12, 2020, and one month after the end of the state of health emergency declared by the government.

COVID-19 Entertainment Update: Guidance for Entertainment Companies 
March 27, 2020

As the coronavirus/COVID-19 pandemic continues to have major repercussions across the entertainment industry, companies are finding ways to navigate the storm. There is no single playbook for mitigating the impact of the crisis but rather a wide range of strategies and approaches for boards and management teams to consider.

Coronavirus/COVID-19: Implications of Event Postponement and Cancellation
March 26, 2020

The outbreak of coronavirus/COVID-19 has caused numerous companies and event organizers to postpone, reschedule or even cancel public events, including sporting events, concerts and conferences. We provide a summary of key principles and possible considerations in evaluating the host of commercial concerns raised by these postponements and cancellations, including whether performance may be excused under a force majeure provision or a common law doctrine, the extent of each party’s insurance coverage and whether the event organizer must provide refunds to ticket purchasers.

Coronavirus/COVID-19 Update
March 18, 2020

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few weeks, we have offered client mailings and webinars on COVID-19-related topics, and we will work to keep you informed of important developments as these issues evolve. Included below are updates to our recent commentary, with answers to questions we have been receiving.

Coronavirus/COVID-19 Update — Impact on Energy and Infrastructure Projects
March 18, 2020

Coronavirus/COVID-19 Update — Commercial and Financial Agreements
March 18, 2020

Coronavirus/COVID-19: Implications for Commercial and Financial Contracts
February 26, 2020

As the spread of the coronavirus (COVID-19) impacts manufacturing and supply chains around the world, companies have begun to assert that the outbreak excuses nonperformance under commercial contracts. Companies that are affected by the coronavirus should undertake a review with their counsel of the rights and obligations under various agreements and applicable law, including with respect to notice requirements, the potential impact on other agreements, insurance coverage and disclosure.

Webinars

Special COVID-19 Edition: This Month in Intellectual Property
March 31, 2020

On March 31, Skadden presented a special COVID-19 edition of “This Month in Intellectual Property,” our monthly webinar for IP practitioners and in-house counsel. The webinar focused on the status of IP court and administrative proceedings in light of the outbreak, the disease’s impact on licensing and other IP agreements, issues concerning the virus itself and patenting of COVID-19 treatments, and guidelines for employers on protecting their trade secrets. Speakers included partners Anthony DreyerDouglas Nemec and Anthony Sammi and associate Leslie Demers.

COVID-19: Assessing Services and Outsourcing Agreements
March 26, 2020

On March 26, Skadden presented “COVID-19: Assessing Services and Outsourcing Agreements,” a webinar on assessing rights and obligations under commercial contracts, including services and outsourcing agreements, during the COVID-19 pandemic. The webinar covered unique issues stemming from the pandemic regarding contract interpretation and implementation. Speakers included intellectual property and technology co-head Stuart Levi, partner Jose Esteves, and counsel Ken Kumayama and James Talbot.

COVID-19: Assessing Decisions on Performance and Exposure in Commercial Agreements and Credit Facilities
March 23, 2020

On March 23, Skadden presented a webinar titled “COVID-19: Assessing Decisions on Performance and Exposure in Commercial Agreements and Credit Facilities.” The program focused on the factors companies must consider regarding their and their counterparties’ performance under many different types of agreements as the COVID-19 virus continues to affect the world. Speakers included Skadden partners Julie BédardJohn BeisnerSeth Jacobson and Scott Musoff, as well as Deloitte partners Kirk Blair and Bryan Foster.

See all our COVID-19 publications and webinars.

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