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July 11, 2014 | Corporate Counsel

Limitations of Liability: Considering Rote Exclusions

Parties will sometimes include, in limitation-of-liability provisions, a list of damage categories excluded, without carefully considering the meaning and effect of each.
6 minute read
June 13, 2014 | Corporate Counsel

Confidentiality Agreements: More Unintended Consequences

When drafting and negotiating confidentiality agreements, both parties should be aware of potentially broad restrictions on their activities.
5 minute read
February 10, 2014 | Corporate Counsel

Confidentiality Agreements: Some Unintended Consequences

While confidentiality agreements are commonly used in many types of deals, the precedent from a prior deal might not be appropriate for a future deal.
4 minute read
January 08, 2014 | Corporate Counsel

Earning Your Keep, Protecting Your Earn-Out

In a private acquisition, a deal can be difficult to strike when there is a mismatch between each party's valuation of the target business. An earn-out offers one means of bridging the valuation gap.
4 minute read
December 19, 2013 | Corporate Counsel

Maintaining the Four Corners of a Contract

One of many reasons to document an agreement in writing is to record the exact promises and representations parties make to each other. To further this purpose, parties may wish to include certain provisions that help to limit their deal to that written agreement.
5 minute read
December 12, 2013 | Corporate Counsel

Indemnification: When Silence Might Not Be a Virtue

In the first of a series of articles on transactional contracts issues by Prof. Michael L. Bloom and students in the Transactional Lab at the University of Michigan Law School, a look at how indemnity provisions may fail to protect a party in the way the party intends.
6 minute read

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