You’re familiar with the boilerplate provisions, often under “Miscellaneous” at the end of a lease. Despite their B-side placement within the lease, these clauses can contain key lease terms. From integration and force...more
If you’ve ever been involved in negotiating a contract, whether for the provision of services or a $200 million energy transaction, you’ve likely seen a merger clause. They are typically universal in their use and, while the...more
It was important, and still is. If you’ve heard it once, you’ve heard it a thousand times – the general terms at the end of an agreement being referred to as “boilerplate” provisions, a phrase that misleadingly suggests...more
As a startup, one of the most exciting moments in your company’s growth is receiving a proposal from a large strategic or market player who wants to engage in a technical interchange in support of a potential business...more
In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and...more
No one would knowingly pay little heed to such a potentially treacherous condition, yet every day in contract negotiation parties devote the vast majority of their efforts to the business terms, while glossing over the...more