Boilerplate Language: Scope of Exposure
Seidman Law Group will be posting a series of pieces on issues that are commonly overlooked as boilerplate provisions. The first topic discusses the scope of exposure for contracting parties. Scope of exposure is a fancy term for allocation of risk: what are the possible damages awards if a contract is breached or becomes impossible […]
Predictions on AI and Procurement
Several people have asked me for my thoughts on how AI will affect procurement. Really. First, I will share what companies are doing right now to implement AI in procurement: • Building centralized AI “governance hubs” to enforce standardized contracting playbooks. • Running tabletop exercises for AI failure scenarios linked back to contractual remedies. • […]
Litigation In A Nutshell
Junior attorneys often ask me for the two-minute explanation of the litigation process as someone who has been through it many times. Business owners often ask the same questions for the same reason: they are not attorneys in the same way that I do not know how to run their businesses. Assessing and Managing Litigation […]
Illinois Law: Use of Proceeds Clauses
This imaginary case serves as a great reminder that precise drafting and prompt enforcement of use‑of‑proceeds covenants can make—or break—a commercial real‑estate loan recovery. CASE FACTS AY Properties, LLC advanced a $2.5 million construction loan to DS Investments, Inc. for the development of a mixed‑use retail property in Chicago, Illinois. Under the loan agreement, disbursements were conditioned strictly […]
Case Update: Use of AI in HR Software
Your recruiting software is likely using AI even when it’s not marketed that way (“smart matching,” “automated screening,” “predictive analytics” ==> hidden AI). Likewise, voice-based screening, video analysis, resume parsing, and chatbot interviews all create unique discrimination risks that traditional hiring methods do not have. Case Background In May 2025, the Northern District of California […]
All About Earnouts
Earnout Basics An earnout is a transaction mechanism where the buyer agrees to pay additional consideration to the seller post-closing that is contingent on the target’s future performance, milestones, or events. Earnouts serve several crucial purposes in M&A deals: Key Terms in Earnout Negotiations Several critical terms must be decided upon when negotiating an earnout […]
SLG Published in Impact Wealth Magazine
Our article on the intersection of AI and insurance from a corporate law perspective was published in the Summer 2025 edition. Here is a link: Impact Wealth Summer Issue 2025 – Stephen Ross – Impact Wealth David Seidman is the principal and founder of Seidman Law Group, LLC. He serves as outside general counsel for […]
Enforcing Carve-Out or “Bad Boy” Guaranties
Enforcing carve-out or “bad boy” guaranties in real estate loan agreements—especially in Illinois and other jurisdictions that favor lender protections—requires a strategic blend of contract clarity, trigger precision, and procedural discipline. Here’s how to do it effectively: First, the guaranty must be clearly drafted, with carve-out events precisely defined. Courts have upheld full recourse liability […]
Key Legal Issues in Real‑Estate Loan Defaults
Both lenders and borrowers–no matter how sophisticated they are or how much artificial intelligence they may use–often need reminders of the key issues they need to think about. Are There Any Event of Default & Acceleration Clauses?Most commercial loans define specific “events of default” (e.g., missed payment, breach of a covenant, insolvency). Upon default, lenders […]
Drafting Carve-Out or “Bad Boy” Guaranties
Drafting effective carve-out or “bad boy” guaranties—especially in Illinois or similar jurisdictions—requires a careful balance between lender protection and guarantor fairness. Here are some nuanced tips to help you structure them strategically: Start with precise definitions. Avoid vague terms like “waste” or “bad acts” unless they’re clearly defined. Courts have interpreted ambiguous carve-outs as triggers […]
