Business Contract Drafting Pitfalls: Common errors, and crucial risk management
Ms. Globus is a partner with the law firm of Sabharwal, Globus & Lim LLP, in West Nyack, NY, and is an associate member of the Association of Certified Fraud Examiners.
Len is the founder of GARZA, a law firm focused on protecting the personal and business assets of business owners and other individuals and families.
On-Demand: April 30, 2024
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Program Summary
Session I – Avoiding common errors in business contracts - Julie Globus
In the realm of legal drafting and reviewing, meticulous attention to detail is paramount to ensure accuracy and effectiveness. To manage the details, you must know the transaction, the contemplated result. This segment delves into the common pitfalls encountered in drafting, from overlooking essential cross-references to succumbing to the temptations of cutting and pasting without thorough review. We explore the nuances of proper language usage and the importance of version control to avoid costly errors. Moving into the realm of disclosures and representations, this segment informs on scrutinizing the process of disclosing information accurately and comprehensively, including evaluating the necessity of securities/ERISA/OSHA and other disclosures. Furthermore, we delve into the proper utilization of representations and warranties, examining their bilateral nature and potential implications, including the critical consideration of Material Adverse Change clauses. Join us as we navigate through the intricacies of drafting and reviewing, setting the stage for avoiding pitfalls and effectively negotiating and corresponding communication strategies in the legal arena.
Key topics to be discussed:
- Drafting and Reviewing
- The Sloppy Draft
- Forgetting to cross reference sections
- Cutting and Pasting and not Reviewing Afterwords
- Formatting mistakes
- Improper use of language
- Not saving or versioning up
- Disclosures
- Representations and Warranties – Did you disclose information?
- Did you carve out for the Disclosures?
- Did you do a careful review to be certain that an improper disclosure wasn’t made?
- Did you forget anything?
- Are there securities/ERISA/OSHA disclosures to be made?
- Representations and Warranties
- Did you use them properly?
- Did you check the indemnifications?
- Are they truly bilateral?
- Are there securities/ERISA/OSHA representations and warranties required?
- MAC (Material Adverse Change)
- Did you use it properly?
- Will it provide you with some sort of protection?
- Can you somehow carve out a change you know to happen?
- The Sloppy Draft
- The Nitty Gritty of Negotiations – Getting caught in the weeds
- Care in Communications – Are we Understanding each other?
Session II – Bulletproof Contracts: How to shield your clients from hidden dangers – Len Garza
Explore the crucial art of risk management in contract drafting. Learn expert strategies to identify, assess, and mitigate contractual risks, ensuring your agreements are sound and protect your clients. Learn techniques that safeguard your clients' interests and navigate the complexities of contracts, no matter what industry you work in.
Key topics to be discussed:
- Identifying common sources of risks in all contracts
- Understanding certain industries’ laws and regulations that influence contractual risk
- Discussing strategies for mitigating contract risks
- Handling breaches
This course is co-sponsored with myLawCLE.
Closed-captioning available
Speakers
Julie D. Globus | Sabharwal, Globus & Lim LLP
Ms. Globus is a partner with the law firm of Sabharwal, Globus & Lim LLP, in West Nyack, NY, and is an associate member of the Association of Certified Fraud Examiners. Ms. Globus earned her B.A. from Skidmore College, her M.A. from Hebrew University of Jerusalem, and her J.D. degree from Rutgers State University of New Jersey-Newark Campus.
When not working and parenting, Ms. Globus is a prolific blogger and writer and an avid cyclist and triathlete. She is currently training for her 10th 70.3 Half Iron-Man race and hopes to complete a 444 mile bike race in 2024. She has several endurance triathlons, an endurance cycling and running race under her belt. Ms. Globus trains regularly in all three triathlon disciplines.
Len Garza | Garza Law
Len is the founder of GARZA, a law firm focused on protecting the personal and business assets of business owners and other individuals and families. Len has been interviewed in numerous media outlets including Forbes, Entrepreneur, Law Insider, CBS News Radio, Inc. Magazine, and many more.
Len has also been recognized by his attorney peers in Thomson Reuters as a Super Lawyer and Martindale-Hubbell at the highest rating of AV-Preeminent, demonstrating outstanding lawyers who have attained a high-degree of peer recognition and professional achievement.
He is a frequently requested lecturer on a variety of topics including complex business transactions, mergers and acquisitions, family business, wealth planning and preservation, and asset protection of inheritances. Len enjoys educating his community and guiding business owners and their families in the path to building and protecting generational wealth
Agenda
Session I – Avoiding common errors in business contracts |10:20am – 11:50am
- Drafting and Reviewing |10:20am – 10:50am
- The Sloppy Draft
- Forgetting to cross reference sections
- Cutting and Pasting and not Reviewing Afterwords
- Formatting mistakes
- Improper use of language
- Not saving or versioning up
- Disclosures
- Representations and Warranties – Did you disclose information?
- Did you carve out for the Disclosures?
- Did you do a careful review to be certain that an improper disclosure wasn’t made?
- Did you forget anything?
- Are there securities/ERISA/OSHA disclosures to be made?
- Representations and Warranties
- Did you use them properly?
- Did you check the indemnifications?
- Are they truly bilateral?
- Are there securities/ERISA/OSHA representations and warranties required?
- MAC (Material Adverse Change)
- Did you use it properly?
- Will it provide you with some sort of protection?
- Can you somehow carve out a change you know to happen?
- The Sloppy Draft
- The Nitty Gritty of Negotiations – Getting caught in the weeds | 10:50am – 11:20am
Break | 11:20am – 11:30am
- Care in Communications – Are we Understanding each other? | 11:30am – 12:00pm
Session II – Bulletproof Contracts: How to shield your clients from hidden dangers | 12:00pm – 1:00pm
- Identifying common sources of risks in all contracts | 12:00pm – 12:15pm
- Understanding certain industries’ laws and regulations that influence contractual risk | 12:15pm – 12:30pm
Break | 12:30pm – 12:40pm
- Discussing strategies for mitigating contract risks | 12:40pm – 12:55pm
- Handling breaches | 12:55pm – 1:10pm
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