Ode to Boilerplate
Client Alert | less than 1 min read | 05.02.14
In DMS Imaging Inc. v. U.S. (CFC Apr. 30, 2014), a boilerplate severability clause may have saved the contractor's claim for damages after equipment it leased to the government was destroyed. The government argued that the contractor's standard lease terms, expressly incorporated into the contract with the government, were invalid because they included an indemnification clause alleged to violate the Anti-Deficiency Act, but the CFC found the government liable for damages to the equipment under a separate, risk-of-loss clause, which was not invalidated because, even if the indemnification clause were unenforceable, a third boilerplate provision provided that unenforceable or void provisions would be deemed severable.
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Client Alert | 8 min read | 09.08.26
Saxon Woods Investments Limited v Costa [2026] UKSC 21: Good Faith in the Boardroom
The UK Supreme Court has unanimously dismissed the appeal of Mr Francesco Costa, former chairman of Spring Media Investments Limited, in the first Supreme Court judgment to consider the scope of the duty under section 172(1) of the Companies Act 2006. The foundational position is that good faith requires honest conduct as well as honest thinking. A director's genuine belief that they are acting in the company's best interests will not excuse covert or disloyal conduct in pursuit of that belief.
Client Alert | 2 min read | 09.08.26
IRS Takes Aim: Proposed Rule Threatens Tax-Exempt Status of Private Schools
Client Alert | 5 min read | 09.03.26
Client Alert | 6 min read | 09.03.26
FDA Seeks Input for Regulating GenAI-Powered Medical Devices

