Enjoy an escape from the day-to-day to reconnect with colleagues and recharge your practice. Offering opportunities that’ll spur both thoughtful discourse and meaningful introspection, the 2021 Bench Bar Conference has been designed to offer networking and education in a safe, comfortable environment.

On Jan. 28, 2021, the Indiana Supreme Court affirmed freedom of contract principles and upheld discounts of over thirty percent in the fair market valuation of shares in a dispute over the buyback provision in a shareholder agreement among all of the shareholders of a closely held company. In a recent case, the Supreme Court unanimously held that the plain language of the shareholder agreement contemplated the fair market valuation of the selling shareholder’s shares and that a third-party appraiser could apply minority and marketability discounts in the valuation of those shares. The Supreme Court rejected the plaintiff’s claims that the discounts should not have been applied.

Super Bowl Sunday is upon us. While celebrations around the 2021 contest will be more muted than in previous years, companies are still running promotions leading up to the game, hoping to take advantage of the buzz surrounding one of the most-watched sporting events in the United States. Because the National Football League (NFL) owns the trademark on the name "Super Bowl" however,  businesses without a license from the NFL cannot explicitly refer to the game by its official name in their advertisements. 

How can you keep up with pending legislation that’s important to you and your practice? With the help of Faegre Drinker Biddle & Reath LLP, the IndyBar Legislative Committee (chaired by Mindy Westrick of the Indiana Energy Association) provides weekly Bill Watch reports throughout the session, which highlight progress and recent actions taken on bills being monitored by the association.

Looking to find your next great law clerk or show your support for diversity in our community? Employer and sponsor registration is now open for the 2021 Diversity Job Fair!

The Indiana Court of Appeals recently expanded the de facto merger principles to impose successor liability on the purchaser of assets in New Nello Operating Co., LLC v. CompressAir. The de facto merger doctrine is an exception to the general rule that the purchaser of assets is not responsible for the seller’s liabilities absent fraud or an agreement to assume the liability. In New Nello, the Court concluded that the purchaser of assets in a strict foreclosure sale was responsible for certain liabilities of the seller, notwithstanding that there was no overlapping ownership between the companies.

It's the season of giving and even during the hardships of 2020, generous sponsors, bidders and donors helped the Indianapolis Bar Foundation raise over $26,000 during IndyBar's Giving, this year's online silent auction to benefit the programs and initiatives of the foundation.

Using Letters of Intent, Memorandums of Understanding, Term Sheets, and other preliminary documents are key to negotiating complex transactions as discussed in a recent Forbes article.

2020 has been (and no doubt will continue to be) like riding a roller coaster in a hurricane. Fortunately, for the IndyBar, we have a committed membership that has responded in amazing ways. While the pandemic will affect the practice of law for years to come, we can all be proud of the work our association did to respond in positive and uplifting ways. In a non-COVID year, we would typically recognize our IndyBar award winners at our annual Recognition Breakfast — typically a packed event with comradery and good cheer. Like many things this year, we will recognize our award winners in different (but no less important) ways.

With indemnification claims on the rise over the past few years (see  AIG’s 2020 claims intelligence report available here), check out this recently presented CLE regarding Indemnification Provisions and Limitations in M&A Transactions for an overview of indemnification provisions terms and handling indemnification claims.