Make the Contract Make Sense [and Say What You Mean] {4 minutes to read} {3 minutes to read} Legal contracts are often difficult enough to understand and interpret, but recently I’ve encountered opposing counsel suggesting vague language, which “kicks the can down the road” — so that key terms and decisions are made later, outside… Continue reading Make the Contract Make Sense [and Say What You Mean]
Category: Contracts
What is the Difference Between a Lease and a License?
{4 minutes to read} Although the words “Lease” and “License” are sometimes used interchangeably, these are separate legal concepts that convey different rights and duties to the recipient.
What to Do if Consent Can’t be Obtained
What to Do if Consent Can’t be Obtained {4 minutes to read} If we learned something from the #Metoo movement, I hope it includes that what constitutes informed consent is complicated. There is a different (yet also complicated) consent right that is governed by corporate law, which is: Consent to assign a contract to a… Continue reading What to Do if Consent Can’t be Obtained
Questions About the Confidentiality of Customer Lists
Questions About the Confidentiality of Customer Lists {3 minutes to read} In order to maintain my license and remain an attorney in good standing in the State of New York, I’m required to attend 24 hours of continuing legal education (CLE) every two years. After 25 years practicing law, it’s become increasingly challenging (and this… Continue reading Questions About the Confidentiality of Customer Lists
What Does an Attorney Actually Do When She Conducts “Due Diligence?”
What Does an Attorney Actually Do When She Conducts “Due Diligence?” {3 minutes to read} I believe conducting proper due diligence adds value to any M&A transaction. But picture yourself a young, sleep-deprived associate, staring at a conference room table full of documents to review. Do you know why you’re reading them? Do you know… Continue reading What Does an Attorney Actually Do When She Conducts “Due Diligence?”
Detours and Deviations From a Normal Closing
Detours and Deviations From a Normal Closing {3 minutes to read} In my July 2019 blog, I discussed some unusual aspects about my year-end deal. I was happy to report that despite the oddities, I successfully protected my client’s interests by including a solid indemnity provision from the seller. As discussed, it was necessary… Continue reading Detours and Deviations From a Normal Closing
Not Every Deal Follows the Norm
Not Every Deal Follows the Norm {3:30 minutes to read} In March 2019, I laid out the basic steps to consider when entering into an M&A transaction. But Not Every Deal Follows the Norm As mentioned in my February 2019 article, every successful attorney should be adaptable. I flexed this muscle at the end of… Continue reading Not Every Deal Follows the Norm
What are the Essential Elements of a Purchase and Sale Agreement?
What are the Essential Elements of a Purchase and Sale Agreement? {3:30 minutes to read} So you want to sell your business? Last time, I presented steps to consider when entering into a Merger & Acquisition transaction. I stated it’s common for buyer’s attorney to prepare the initial draft of the definitive purchase agreement (the… Continue reading What are the Essential Elements of a Purchase and Sale Agreement?
So You Want to Sell Your Business…What Steps Should You Take?
So You Want to Sell Your Business…What Steps Should You Take? {3:30 minutes to read} I’ve represented clients seeking to buy and sell small- and middle-market businesses for over 20 years. Often these clients are first-time sellers and/or buyers. As one can imagine, first-time sellers can feel a certain way about parting with their… Continue reading So You Want to Sell Your Business…What Steps Should You Take?
Maintaining Your Top Shelf Position
Maintaining Your Top Shelf Position {3 minutes to read} Richard Kestenbaum’s articles on M&A transactions in the fashion and consumer product industries are regularly published online in Forbes. Richard has been doing mergers, acquisitions, and capital-raising for over 35 years. I always read his articles and find his observations fascinating. I recently had the privilege… Continue reading Maintaining Your Top Shelf Position
