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 […]
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 […]
NDA No-Nos
It is common knowledge that a Non-Disclosure Agreement (NDA) does not provide absolute protection of a company’s intellectual property or other proprietary information. Unfortunately, many business owners are not advised with sufficient detail as to (1) why an NDA is insufficient and (2) how to keep an NDA enforceable. Receiving poor or no advice concerning […]
June 2022 Hotel Newsletter
HOTEL LAW NEWSLETTER – JUNE 2022 Seidman Law Group represents various clients in the hotel sector. Our extensive work in this field requires us to stay current with the everchanging federal, state, and legal landscapes that affect our clients. It is our pleasure to share insight into issues we recently encountered while advising our […]
Short Post: Defining “Indemnify”
Ironically, failure to properly define the word “indemnify” is the root of significant number of lawsuits because the definition varies from state to state. In a majority of states, the duty to indemnify does not automatically include the duty to defend the indemnitee. A number of states, including California, define indemnification to cover both legal […]
Effective Use of Arbitration Clauses
Clients often want dispute resolution provisions to include only jurisdiction, venue, and choice of law terms to avoid overwhelming their clients. In these circumstances, I always recommend one additional term: mandatory non-binding mediation before a claim or lawsuit is filed. When the stakes are very high, I often recommend clients to include details that do […]
