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November 7, 2024Candace Groth

Indemnification in Mergers and Acquisitions

Indemnification as a legal concept takes some getting used to for most business owners and attorneys. But indemnification takes on a whole new meaning when buyers, sellers, and other parties get into discussions regarding “indemnification” for a merger and acquisition (“M&A” or “Acquisition”) transaction. Simply put, Indemnification is one of the most important, but least understood, parts of an equity or asset purchase agreement (the “Purchase Agreement”). This Article provides an overview of the different parts of the indemnification section in an Acquisition purchase agreement (“Indemnification Section”), specifically (1) What is Indemnification?; (2) Procedures; (3) What “Claims” Does Indemnification Cover?; (4) Time Period for Indemnification; (5) Caps, Deductibles, and Baskets; and (6) Materiality Scrapes. Practice pointers or general trends related to these areas are also discussed, including buyer and seller friendly terms. We will begin with indemnification definitions and procedures.

November 7, 2019Elisaveta Dolghih

Trade Secrets and Non-Competes: A Texas Sized Problem

The paper provides an overview of the Texas Uniform Trade Secret Act ("TUTSA") for non-specialists, recent legislative amendments to TUTSA, pattern jury charges for trade secret litigation, TUTSA business forms and other recent developments in trade secret law. The author also includes an employee termination return of property checklist, an employee handbook provision relating to confidentiality and trade secrets, a template termination letter and a template non-competition, non-solicitation and non-competition agreement.

March 4, 2016Chad Baruch

Drafting Contracts (and Everything Else) to Avoid Ambiguity

This paper is so brief a collection of ideas about drafting contracts that it really constitutes little more than a random collection of personal pet peeves. In applying these suggestions, remember that rules – at least many of them – were made to be broken.

August 16, 202406773540

Federal court strikes down Missouri investment rule targeted at 'woke politics'

A federal judge has struck down Missouri investment regulations that Republican Secretary of State Jay Ashcroft had touted as way to expose financial institutions that “put woke politics ahead of investment returns.”