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May 1, 2019Zach Wolfe, Paul T. Freeman

Trade Secrets 101: What Texas Businesses and Their Lawyers Need to Know

First, if a business wants to preserve the ability to sue for misappropriation of tradesecrets, it needs to take “reasonable measures” to maintain the confidentiality of the informationthat constitutes the alleged trade secrets. This is only what businesses need to do from a legal perspective. There are many otherpractical things businesses can do, but that’s more a topic for security experts than legal experts

Analyzing the Puchase and Sales Agreement

The purpose of this article is to address select components of Purchase and Sale Agreements and related issues in the negotiation of Purchase and Sale Agreements in the context of private acquisitions of the stock or assets of private companies. This article begins by describing potential pitfalls associated with entering into what the parties to a future Purchase and Sale Agreement believe is a nonbinding letter of intent. A typical Purchase and Sale Agreement would address the following general components: (1) deal points, (2) closing and closing deliverables, (3) representations and warranties of buyer and seller, ( 4) pre-closing covenants, (5) post-closing covenants, (6) conditions to closing, (7) termination provisions, (8) indemnities, and (9) miscellaneous prov1s10ns including venue, governing law, expenses, notices, damages and dispute resolution provisions. As time does not permit a discussion of each of these components, this article and the presentation for which it is written will focus on key provisions that are customarily the subject of significant negotiation between the parties. The article includes examples of these provisions setting forth alternate provisions favoring buyers and sellers, where appropriate. The reader is cautioned that the sample provisions provided are included to serve as examples of hypothetical provisions. Careful attention should be paid to the drafting of any provision to be included in a specific transaction contemplated by the reader.