Alert – Delaware equity commitments, anti-avoidance provisions, transaction sequencing, specific performance, remedy limitations and document preservation
Vale Ventures demonstrates that Delaware courts will enforce negotiated equity commitments even when the triggering debt repayment results from a restructuring deliberately sequenced to avoid the investor’s termination protections, reinforcing the need to address foreseeable restructuring paths and anti-avoidance mechanisms expressly.
Alert – Delaware buy-sell provisions, reciprocal offers, notice requirements, releases, financing and ownership-exit planning
Blue Fire demonstrates that a buy-sell clause will not compel an ownership transfer unless the triggering notice expressly includes every offer and material term required by the agreement.
Alert – New York cannabis nurseries, capped licensing window, application readiness, SEE priority, genetics agreements and strategic alternatives
New York’s first adult-use cannabis nursery window will close after only 50 submissions, requiring prospective applicants to complete their ownership, site-control, compliance, genetics, financing and commercial arrangements before the portal opens on November 5, 2026.
Alert – California SB 574, lawyer AI duties, court disclosures, citation verification, arbitration and legal-service providers
Beginning January 1, 2027, California lawyers and arbitrators using generative AI must retain human professional judgment, protect nonpublic information, verify AI-assisted work, make required disclosures, and ensure that legal citations and arbitral decisions receive personal human review.
Alert – M&A indemnities, post-closing losses, settlement licenses, defense costs, enforcement fees and interest
Gendreau demonstrates that broad acquisition-indemnity language may reach substantial post-closing losses, while enforcement fees, temporal limitations and other distinct recovery categories should be addressed expressly in the operative indemnity.
Alert — New York Cannabis, Credit and Delinquency Reporting, Metrc Compliance and Transactional Diligence
As New York moves cannabis credit and delinquency reporting into Metrc, this Client Alert examines the new operational requirements and their practical implications for contracts, invoicing, payment disputes, regulatory compliance, and transaction diligence.
