promissory estoppel may not be used as a consideration substitute

301 results for promissory estoppel may not be used as a consideration substitute

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  • Acquisition Structure Decision Tree By Brian F. Egan

    I. INTRODUCTION Buying or selling a business in Texas, including the purchase of a division or a subsidiary, revolves around a purchase agreement between the buyer and the selling entity and sometimes its owners. Purchases of assets are characterized by the acquisition by the buyer of specified assets from an entity, which may or may not represent all or substantially all of its...

  • Acquisition Structure Decision Tree: Choice and Acquisition of Entities in Texas Course

    Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of outstanding stock from existing shareholders or (iii) a purchase of assets from the business.1 The transaction typically revolves around an agreement between the buyer and the...

  • Reflections on Reves v. Ernst & Young: its meaning and impact on substantive, accessory, aiding abetting and conspiracy liability under RICO.

    ..., but uninsured, promissory notes to raise money for its ... of direction when used as a noun in this phrase, the ...A brief consideration of Reves occurs at the ...deliberately substituted the concept of `scheme.' The ..., competence, estoppel and waiver, death of a party, ...

  • Judge Selna determines FRAND Rate and enters contract-type injunction on ETSI SEPs (TCL v. Ericsson)

    Judge James V. Selna of the Central District of California (“C.D. Cal.”) recently released the redacted, 115-page public version of his Memo of Facts and Law with his FRAND determination in the TCL v. Ericsson SEP dispute concerning 2G, 3G and 4G cellular technology in the European Telecommunications Standards Institute (“ETSI”) standards along with his Final Judgment...

    ... have different considerations, approaches and results.  In ... applying collateral estoppel here.  Importantly, this ... of contract or promissory estoppel.  TCL’s sole ... of both parties.  He used a modified Top Down approach ... not necessarily a substitute for a market-based approach ...

  • Judge Selna determines FRAND Rate and enters contract-type injunction on ETSI SEPs (TCL v. Ericsson)

    Judge James V. Selna of the Central District of California (“C.D. Cal.”) recently released the redacted, 115-page public version of his Memo of Facts and Law with his FRAND determination in the TCL v. Ericsson SEP dispute concerning 2G, 3G and 4G cellular technology in the European Telecommunications Standards Institute (“ETSI”) standards along with his Final Judgment...

    ... have different considerations, approaches and results.  In ... applying collateral estoppel here.  Importantly, this ... of contract or promissory estoppel.  TCL’s sole ... of both parties.  He used a modified Top Down approach ... not necessarily a substitute for a market-based approach ...

  • Judge Selna determines FRAND Rate and enters contract-type injunction on ETSI SEPs (TCL v. Ericsson)

    Judge James V. Selna of the Central District of California (“C.D. Cal.”) recently released the redacted, 115-page public version of his Memo of Facts and Law with his FRAND determination in the TCL v. Ericsson SEP dispute concerning 2G, 3G and 4G cellular technology in the European Telecommunications Standards Institute (“ETSI”) standards along with his Final Judgment...

    ... have different considerations, approaches and results.  In ... applying collateral estoppel here.  Importantly, this ... of contract or promissory estoppel.  TCL’s sole ... of both parties.  He used a modified Top Down approach ... not necessarily a substitute for a market-based approach ...

  • 187 F. 192 (E.D.Mo. 1911), 5,512, Guaranty Trust Co. of New York v. Koehler

    ... plaintiff, in consideration thereof, agreed to and did ... to appoint as his substitute to act during his absence the ...The words used they contend are not ... regard acts as an estoppel upon their part to now defend ..., in his work on Promissory Notes, Sec. 457, defines ...

  • Guide to Doing Business in Florida - A Legal Guide for Out-of-State and Foreign Businesses

    1.1 Florida’s Historic Business Trends Ever since Ponce de Leon landed on Florida’s shores in 1513 in search of the legendary Fountain of Youth, Florida has been a destination for entrepreneurs with extraordinary dreams and imaginative commercial activities. Our stories are telling: Spanish explorers found rugged swamplands and saw the future sites of gleaming cities....

  • Acquisition Agreement Issues by Byron F. Egan

    I. INTRODUCTION - Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of outstanding stock from existing shareholders or (iii) a purchase of assets from the business. The transaction typically revolves around an agreement between...

  • Doing business in the United States - 2019

    The United States is one of the easiest jurisdictions in the world in which to do business. Regulatory barriers are generally low, establishing a branch or business entity is quick and easy, labor and employment laws are much more employer-friendly than in most other developed economies, and the legal system is well-developed and transparent. However, there are certain barriers to entry and...

  • InterConnect Newsletter - Summer 2019

    Employers around the country have a bumpy road to follow as they navigate the ever-changing marijuana laws and regulations. Pre-employment and post accident drug testing have been challenged in courts in almost every state where medical marijuana has been legalized. These differing state laws create uncertainty for enforcing a drug-free workplace, even for safety-sensitive positions. In the...

  • 2016 Georgia Corporate and Business Organization Case Law Developments

    The annual survey of decisions by state and federal courts in 2016 addressing Georgia corporate and business organization issues is now available. This survey covers the legal principles governing Georgia businesses, their management and ownership. It catalogs decisions ruling on issues of corporate, limited liability company and partnership law, as well as transactions and...

  • The Employee Free Choice Act: A Critical Analysis

    This Littler Report analyzes the Employee Free Choice Act of 2007 (EFCA). The EFCA was introduced in the 110th United States Congress and passed the House of Representatives, but stalled in the Senate. The EFCA, if enacted, would result in the most sweeping changes to the National Labor Relations Act (NLRA) since the original Wagner Act was passed in 1935. It would amend the NLRA to: (1)

  • Doing Business in the United States

    In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity Incentives For U.S. Employee - United States Immigration Law

  • The Class Action Chronicle - Summer 2014

    In This Issue: - Avoiding Class Certification Through an Offer of Judgment - CLASS CERTIFICATION DECISIONS: ..Decisions Granting Motions to Strike ..Decisions Denying Motions to Strike ..Decisions Rejecting/Denying Class Certification ..Decisions Permitting/Granting Class Certification &

  • Doing Business in the U.S.

    In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment Considerations - Chapter 5 Equity Incentives For U.S. Employees - Chapter 6 U.S. Immigration...

  • Annual Report on EEOC Developments – Fiscal Year 2015

    This Annual Report on EEOC Developments—Fiscal Year 2015 (hereafter “Report”), our fifth annual Report, is designed as a comprehensive guide to significant EEOC developments over the past fiscal year. The Report does not merely summarize case law and litigation statistics, but also offers an analysis of what the EEOC has and has not accomplished, and the implications of those outcomes. By...

  • The Class Action Chronicle - Winter 2015

    This is the 10th edition of The Class Action Chronicle, a quarterly publication that provides an analysis of recent class action trends, along with a summary of class certification and Class Action Fairness Act rulings issued during each quarter. Our publication is designed to keep both practitioners and clients up to date on class action developments in antitrust, mass torts/products liability,...

  • Securities Law Disclosure After Sarbanes-Oxley

    This article identifies emerging trends in securities law disclosure, updates disclosure developments and provides guidance to issuers and their securities law advisors. Please see full article below for more information.

  • Annual Report on EEOC Developments – Fiscal Year 2016

    This Annual Report on EEOC Developments—Fiscal Year 2016 (hereafter “Report”), our sixth annual Report, is designed as a comprehensive guide to significant EEOC developments over the past fiscal year. The Report does not merely summarize case law and litigation statistics, but also offers an analysis of the EEOC’s achievements and setbacks, and the implications of those outcomes. By focusing on...

  • Shearman & Sterling’s Recent Trends and Patterns in the Enforcement of the Foreign Corrupt Practices Act (FCPA)/FCPA Digest - January 2017

    Shearman & Sterling’s bi-annual Trends & Patterns in FCPA Enforcement report provides insightful analysis of recent enforcement trends and patterns in the US, the UK and elsewhere, as well as helpful guidance on emerging best practices in FCPA and global anti-corruption compliance programs. Please see full Digest below for more information.

  • FCPA Digest - January 2016

    The FCPA Digest provides and an invaluable compendium of all Foreign Corrupt Practices Act (FCPA) enforcement actions and private actions including US foreign bribery proceedings including criminal prosecutions, DOJ foreign bribery civil actions, SEC actions, DOJ opinion releases, ongoing FCPA investigations, pre-FCPA prosecutions, and parallel litigation related to the FCPA.

  • FCPA Digest 2019 – Recent Trends and Patterns in the Enforcement of the Foreign Corrupt Practices Act

    The January 2019 FCPA Digest is an invaluable compendium of all FCPA-related developments in 2018, including US foreign bribery proceedings and criminal prosecutions, DOJ foreign bribery civil actions, SEC actions, DOJ opinion releases, ongoing FCPA investigations, pre-FCPA prosecutions, and parallel litigation related to the FCPA. Please see full Newsletter below for more information.

  • FCPA Digest - January 2018

    Shearman & Sterling’s bi-annual Trends & Patterns in FCPA Enforcement report provides insightful analysis of recent enforcement trends and patterns in the US, the UK and elsewhere, as well as helpful guidance on emerging best practices in FCPA and global anti-corruption compliance programs. Please see full Newsletter below for more information.