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March 28, 202106477000
Non-Disclosure and Other Preliminary Agreements in Business Transactions
A Confidentiality Agreement (also sometimes referred to as an Non-Disclosure Agreement) is typically the first stage for the due diligence process in a transaction. These agreements can effectively act as a standstill agreement and can take many different approaches including disclaiming reliance or being non-binding. Letters of Intent are an intermediate step between NDAs and definitive binding agreements. The Texas Supreme Court’s opinion in Energy Transfer Partners, L.P. v. Enterprise Products Partners, L.P. makes clear that Texas embraces the principles of freedom of contract among sophisticated businesses, and that they can trust that their legal documents will be enforced as written. This means that in Texas companies can rely on conditions precedent to avoid an unintended partnership or joint venture, and those conditions precedent can be set forth in a confidentiality agreement, letter of intent or other preliminary agreement. This article includes a seller oriented confidentiality agreement and letter of intent.
October 23, 2009John M. Farrell, Dean J. Schaner
2009: A Layoff Odyssey Layoffs and Reductions in Force
The current economic climate has forced many employers to take a hard look at their workforce. Does every job classification contribute value? Can separate positions be combined into one? Are there underperforming employees? Are there areas where reducing force will lead to real cost savings? The answers to these questions often point to a reduction-in-force (“RIF”) which, if implemented, has the potential to save an employer significant labor costs or sink the employer in a mountain of legal fees and liability. Savvy employers will engage experienced labor and employment counsel to examine and analyze the host of legal issues that accompany RIFs, and carefully plan the RIF to avoid claims arising from the various federal and state laws whose acronyms an employer would prefer to see in a bowl of alphabet soup and not in a lawsuit filed against the company.