I noticed that Corporate Counsel has published another article by Eric Fishman, a partner at Pillsbury. (This time his co-author is one of his partners, Robert James.) It’s entitled Drafting a Better Severability Clause; go here for a copy. (Go here and here for my posts about two other articles by Mr. Fishman.) This most recent article provides basic but helpful … Read More
While roaming the SEC’s EDGAR system today I happened upon the following, in a form of indemnification agreement between a company and one of its directors: 3.4 Exclusions. Notwithstanding any other provision of this Agreement, the Company will not be obligated under this Agreement to provide indemnification in connection with the following: … (c) If a court of competent jurisdiction … Read More
In case anyone is interested, Dan Schwartz has posted on the Connecticut Employment Law Blog my guest post on that old chestnut, the phrase moral turpitude. Go here to read it.
In this post last month, I offered my revised “force majeure” language, then revised it further as it was brutalized by readers. *sobs* In case force majeure hasn’t outstayed its welcome among you all, I’d like to run an idea by you. The language in the previous post begins as follows: If a Force Majeure Event prevents a party from … Read More
I noted with interest the article Lock-Up Creep. It’s by Steven M. Davidoff, the least of whose accomplishments is the fact that he’s my webcast co-presenter, and Christina M. Sautter, of LSU Law Center. The article is in the most recent issue of the Journal of Corporation Law, but currently the best online source for it is SSRN (here). What are lock-ups? … Read More
[Updated September 26, 2013] Last week was a quiet one, at least in terms of my online activities, as I spent most of it in Florida, where I gave two “Drafting Clearer Contracts” seminars for a company. There was a give-and-take during the seminars. I particularly like it when someone at a seminar spots a nuance that I’ve had at … Read More
Last week the law-and-technology claque on Twitter was abuzz with news of Shake, an iPhone app that allows you to “Create, sign and send legally binding agreements in seconds.” Here’s Shake’s statement of purpose: Think back to the last time you signed a legal agreement. Did it stress you out? Did it make you feel uncomfortable? Did it cost you … Read More
Thanks to @carolynelefant and this post on Open Law Lab, I learned of the “Law Design Jam” being held on October 11, 2013, at Stanford University. Go here for the invitation. The tagline for the event is “Legal contracts, licenses and policies are now long, dull, difficult and boring documents. Come change that!” Here’s how the event is described: A Legal Design Jam is a design-driven hackathon to … Read More
With the U.S. Supreme Court’s recent holding on the Defense of Marriage Act, my thoughts turned to use in contracts of the words husband, wife, and spouse. But I wasn’t about to tackle that on my lonesome, no siree. Instead, I asked Dan Schwatz—he of the Connecticut Employment Law Blog—for his thoughts. My opening question for Dan was whether use … Read More
[Update: For my definitive take on this subject, see my article Eliminating the Phrase Represents and Warrants from Contracts, 16 Tennessee Journal of Business Law 203 (2015).] Yes, I know that I’m getting tiresome, they way I harp on about represents and warrants, like a dog worrying a bone. But I have a new element to add to my analysis. At … Read More
