A variant of this post was published in Deal Points, the Newsletter of the Mergers and Acquisitions Committtee of the American Bar Association. In mergers and acquisitions, contracts form the backbone of transactions, governing crucial aspects such as liabilities, obligations, warranties and intellectual property rights. The thorough analysis of these contracts is a critical component … Read more
The Trump administration’s recent expansion of tariffs has prompted many businesses to question whether significant tariff increases can trigger force majeure provisions in contracts. This issue has become increasingly urgent as companies navigate dramatically increased costs in 2025’s volatile global trade environment. Force majeure clauses typically excuse contractual obligations when extraordinary, unforeseeable events beyond either … Read more
As artificial intelligence technologies continue to evolve and permeate various industries, the legal landscape surrounding their use becomes increasingly complex. One of the critical aspects that legal professionals must navigate is indemnification, particularly as it pertains to AI companies and their customers. This blog post explores the significance of indemnification in the context of AI, … Read more
In a landmark move to combat persistent consumer harm, the Federal Trade Commission has unveiled comprehensive new regulations governing negative option programs and recurring subscriptions. This sweeping rule arrives after decades of consumer complaints and a steady stream of state and federal enforcement actions that highlighted the inadequacy of existing piecemeal regulations. While negative option … Read more
The enforceability of loan prepayment penalties generally depends on the specific laws and regulations in the jurisdiction where the loan was originated, as well as the terms of the loan agreement itself. In most jurisdictions, loan prepayment penalties are enforceable as long as they are reasonable and clearly disclosed in the loan agreement. However, there … Read more
When most people think of a contract, they envision a document filled with dense, complex language that seems far removed from everyday speech. This type of writing, often referred to as “legalese,” is typically associated with professional legal documents drafted by trained lawyers. However, a study by Eric Martínez, Francis Mollicab and Edward Gibson has … Read more
Contracts are critical components of any M&A deal, governing various aspects such as liabilities, obligations, warranties and intellectual property rights. Analyzing these contracts manually can be time-consuming and error-prone. AI-powered contract analysis tools can offer several advantages in this regard: Efficient Review Process AI algorithms can quickly review large volumes of contracts, including purchase agreements, … Read more
On May 7, 2024, the New Jersey Supreme Court ruled that non-disparagement provisions preventing the discussion of discrimination, retaliation or harassment claims are unenforceable. This decision emerged from Christine Savage’s case against the Township of Neptune Police Department. Savage, who had previously settled a lawsuit under the New Jersey Law Against Discrimination (LAD), later made … Read more
An engagement letter is the contract that comprehensively defines and governs the attorney-client relationship. The letter serves the critical function of allowing the lawyer and client to formally memorialize the scope, terms, and mutual understandings regarding all aspects of the legal engagement from the outset. A key component is precisely identifying who the client is … Read more
Drafting a non-disclosure agreement (NDA) requires careful consideration to ensure its effectiveness and enforceability. By addressing common mistakes and incorporating additional considerations, parties can create a robust agreement that protects confidential information while promoting a fair and transparent business relationship.
There are important issues that need to be carefully considered and discussed with respect to SAFE (Simple Agreement for Future Equity) agreements. (Yes, I know that’s redundant.) Let’s take a look: Valuation Cap This is arguably one of the most critical aspects of a SAFE. The valuation cap essentially sets the maximum valuation at which … Read more
The covenant of good faith and fair dealing is a fundamental principle that governs contractual relationships. It is an implied duty that requires parties to a contract to act in good faith and deal fairly with each other in performing their obligations under the agreement. This covenant serves as a safeguard against actions that may … Read more