IP Licenses Are IP Leases
An intellectual property license is a lease for use of Intellectual property. If attorneys and their clients understood this elemental principle, then licensing negotiations would often be less complicated, less fought over, and less expensive. Certain words are used in the same manner in both types of agreements, such as the words “term”, “termination”, and […]
When Good Non-Recourse Loans Go Bad
More than $5 trillion of commercial real estate-related debt is scheduled to mature by the end of 2024. Significant demand to refinance debt over the next fourteen months will occur regardless of economic conditions. But current and anticipated economic conditions for commercial real estate owners are not promising. Finding affordable refinancing opportunities will grow increasingly […]
Force Majeure Clauses Remain Very Important
Simply adding “pandemics” or “Covid-19” to force majeure clauses is lazy lawyering. Courts analyze force majeure clauses according to their specific language. Ironically, this is one area where attorneys are failing to put in the time—billable time!—to ensure their clients are properly advised. The following are issues that are commonly overlooked: How does climate change […]
Smart Ways To Minimize Legal Risk
Smart businessowners understand managing legal risk increases a company’s bottom line and, therefore, its value. More than ever, attorneys are the generals leading defense preparation and implementation to protect the company’s assets from attacks coming from every direction. It is well understood business risks are frequently unintended or unforeseen. When this happens, the company faces […]
Do You Know What Is In Your By-Laws?
If your answer to this question is no, then you may want to consider brushing them off for many reasons: estate planning, corporate governance, and preventing (or preparing for) disputes are common reasons why people undertake a review. Within each of these contexts, if any changes need to be made then it is better to […]
Estoppel Certificates Are Important Than You Already Think They Are
At its core, an estoppel certificate is simply a statement that a commercial lease exists and a recitation of certain provisions of the lease. But estoppel certificates also typically require a tenant to attest to compliance with the lease by the landlord and tenant. Commonly requested admissions include the absence of any defaults, lease […]
Avoid Unforced Errors When Executing Contracts
This firm works with a number of business brokers and investment bankers who are very good at their professions. They should be commended for their hard work and creativity to help buyers and sellers reach agreements. But they are not attorneys in the same way attorneys are not business brokers or investment bankers. Therefore, your […]
Price Escalation Clauses
Inflation has made price escalation clauses a relevant topic. Yet many of these clauses fail to create a clean, straightforward understanding as to how the escalation will work. A well-drafted price escalation clause should have the following five elements: Many business considerations need to be addressed within the five elements. In talking with business owners […]
Limitation of Liability Clauses
A limitation of liability clause is a term in an agreement that limits potential exposure if a lawsuit or claim is filed. Liability caps can focus on prohibiting liability beyond specific amounts of money: This is rather straightforward. Limiting the types of damages that can be recovered is trickier. Many agreements permit parties to recover […]
#MeToo Clauses
#MeToo clauses are still relatively new additions to the numerous representations and warranties in M&A agreements. These clauses focus on a seller’s knowledge or awareness of accusations of sexual misconduct against its executives and others, which could be internal and financial land mines. It is unsurprising that these provisions are now being inserted into other […]
