Business Negotiations: When the Whole is Less than the Sum of the Parts

It’s an axiom of business that “the whole is greater than the sum of the parts.” Through the magic of synergy, a company can often create value by combining two or more things (e.g., businesses, products, marketing ideas) that interact positively and result in more than a purely additive outcome. The same result can often Read More …

Seal the Deal?

This post could be filed under “Strange Corporate Laws”. This one came up in a recent Delaware Supreme Court case entitled Whittington v. Dragon Group, L.L.C. The general statute of limitations for contract disputes in Delaware is 3 years. However, if the contract in question is “sealed”, then the statute of limitations is 20 years. Read More …

The Often-Signed, Rarely Read ‘Confidentiality Agreement’

A confidentiality agreement is seldom a strategically important agreement. But you can make a strategically important mistake in signing one. The risk of this is exacerbated if you are among the droves of managers who sign confidentiality agreements (sometimes called non-disclosure agreements, or NDAs) without really reading them. Here’s the key risk:  some confidentiality agreements, especially Read More …

The ‘Non-Competition’ Covenant

Non-competition provisions appear in several different types of agreements, including employment agreements, consulting agreements and acquisition agreements, among others. Most attorneys and clients recognize that the basic issues to negotiate are the scope, territory and duration of the non-compete. What I think is often overlooked is the practical reality that the very existence of the non-compete can Read More …

When Clarity is a Curse and Vagueness a Virtue

A conference speaker recently stated that a company’s legal documents should avoid vague provisions like “the parties will use their best efforts to….” I agree that clarity is generally a virtue in legal contracts. Except when it isn’t. Practicing law, like many things, is part “science” and part “art”. One of the “arts” is knowing Read More …