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Be aware of the implied obligation in M&A deals

M&A acquirers in Massachusetts may be surprised to learn that even when they pay a substantial price at closing, courts may still require them to continue to invest more in the business after the purchase if the contract includes an earn-out for the seller based on future results. This is true even when the contract says nothing about such an obligation.

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Employer’s fee request denied

A company that prevailed in a lawsuit brought by its former general counsel could not recoup litigation costs in the absence of a contractual clause, rule or statute specifically providing for that remedy, the 1st U.S. Circuit Court of Appeals has ruled.

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New standard imposed in contracts

A 1st U.S. Circuit Court of Appeals ruling has created a “reasonable efforts” common-law contract standard that imposes new duties on corporate parties who purchase other companies’ assets, according to several practitioners familiar with the case.

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