Articles Posted in Legal and Contracting Issues

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Recently our Global Sourcing and Technology Transactions team members published a report for SCL on Issues in Global Sourcing Transactions. Their report focuses on how in an increasingly globalized world, outsourcing contracts often have multi-jurisdictional scope. Before putting pen to paper, lawyers should consider with their clients the most appropriate contract structure for the deal […]

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According to Theresa May, the UK’s recently installed prime minister, Brexit means Brexit. But what this actually means in practice is still unknown. There is still a huge amount of debate over what Brexit will look like, what process should be followed and how long it will take. Some commentators, such as Michael Dougan, Professor […]

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Of Silk and Services As I listened to my wife, a custom wedding dress designer, talk a hysterical bride off the cliff this past weekend, I realized the conversation sounded eerily familiar. My wife was certain that the completed dress in front of them was exactly what had been ordered and she had emails, sketches […]

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In the first installment of this post, I posited that one factor contributing to disappointing results following a merger or acquisition is the flawed perception that transition services are not that important. I noted that this mindset may dilute the effectiveness of the post-deal enterprise(s) and result in unanticipated and unmitigated risks, lost or reduced […]

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Commercial lawyers ink thousands of contracts every day. Faced with an ever-shortening business cycle, they often do not have the luxury of seeking perfection in the contracting process. Fortunately, very few contracts ultimately end up in a formal legal dispute, but when they do, the fine points of the terms and conditions can become pivotal […]

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Nearly every website, app or online service posts a set of Terms of Use outlining company policies for users (sometimes called Terms of Service) (“Terms”), but many companies do not know if their Terms are enforceable in court. Do you? Online platform use has increased quickly, and companies have tried a variety of methods to […]

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By Richard E. Nielsen and Michael J. Cataldo On May 15, 2015, the New York Department of Taxation and Finance determined in Advisory Opinion TSB-A-15(2)S that the sale of certain cloud computing services were not subject to New York State sales and use tax.  The Advisory Opinion is noteworthy because of the Department’s position on […]

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You’ve managed to agree the deal; all that’s left is to sign the documents.  That’s the easy bit, correct?  So you might think, but it is important to be careful not to slip up at this final stage, particularly when contracting with foreign entities and considering using electronic signatures. Which law applies when contracting with […]

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Part 2: How are Limits of Liability Evolving, with Respect to the Issue of Data Breaches? Ten years ago, most “buyers/customers” expected their suppliers to absorb unlimited contractual liability if the supplier was responsible for a breach affecting the customer’s data. Today, while customers may continue to insist upon such a position at the beginning […]

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Part 1: Contractual Protections With Respect to Data Breaches Given the unrelenting, it seems, news reports of cyber attacks and data breaches affecting customer records and data, the issue of what are the appropriate contractual provisions that should govern data breaches in a contract between customers and suppliers remains timely, sticky, and constantly-evolving. Below are […]