contracts for entrepeneurs 6-29-15.pdf
TRANSCRIPT
MONDAY, June 29, 2015
STEVE SHAPIRO
KRASNOW SAUNDERSKAPLAN & BENINATI
CONTRACTS FOR ENTREPENEURS
30+ years of ExperienceM&A, securities law, banking law, lending law, securities law, IT contracting, intellectual property law, employment law and privacy and cybersecurityCompleted hundreds of transactions, up to $2 billion
General Counsel for 17 yearsFMC Corporation/FMC Technologies, Inc.eLoyalty Corporation (now MatterSight) First Midwest BancorpCole Taylor Bank (now MB Financial)
Background of Steven Shapiro
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CONTRACTS FOR ENTREPENEURS
Plan of ActionWhat Lawyers DoTypes of ContractsContracts Primer
Types of ContractsWhy are Contracts Important?What Makes a (Binding) Contract?What’s In A Contract?
The Contracting ProcessSteve’s 6 Contracts DOs and DON’TS
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What (Most People Think) Lawyers Do
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What Many Lawyers Do
Oversee litigationIntellectual PropertyFund-Raising
EquityDebt
TransactionsOther ContractsContract ManagmentCorporate GovernanceCompliance
RegulatorySecurities
Government Affairs
Review / write press releases, earnings releases and other notices to public
Antitrust mattersCompany policiesPrivacy and CybersecurityImmigrationParticipate in managementSecurities lawsCounsel business peopleEmployee mattersPlus more
What Lawyers Really Do (in Companies) –
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ReleasesM&A AgreementsConsulting AgreementsPartnership AgreementsLLC Operating AgreementsJoint Venture AgreementsLeasesPurchase AgreementsBeta AgreementsIndemnity AgreementsTerms Sheets and LOIs
NDAs and “Confis”Loan DocumentsSubscriptions AgreementsPurchase OrdersVendor ContractsEmployee HandbooksClick-Through AgreementsWeb Site Terms of ServicePromissory NotesOptions and WarrantsEmployment Agreements
Contract Primer– Types of Contracts
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ReleasesM&A AgreementsConsulting AgreementsPartnership AgreementsLLC Operating AgreementsJoint Venture AgreementsLeasesPurchase AgreementsBeta AgreementsIndemnity AgreementsTerms Sheets and LOIs
NDAs and “Confis”Loan DocumentsSubscription AgreementsPurchase OrdersVendor ContractsEmployee HandbooksClick-Through AgreementsWeb Site Terms of ServicePromissory NotesOptions and WarrantsEmployment Agreements
Contract Primer– Types of Contracts
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Contract Primer– Why Are Contracts Important?
Can Enforce Their TermsCan Use Their Language As a DefenseRequires You To Think About What You Want (and
Don’t Want)Due DiligenceLearn About Other Side (“Diagnostic”)Minimize Future Conflict
Contract Primer– Why Are Contracts Important?
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Can Enforce Their TermsCan Use Their Language As a DefenseRequires You To Think About What You Want (and
Don’t Want)Due DiligenceLearn About Other Side (“Diagnostic”)Minimize Future Conflict
Contract Primer– Why Are Contracts Important?
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Evidence of Contract
Offer AcceptanceCounters“Statute of Frauds”
“Blue Pencil” Rule
“Consideration”“Peppercorn”$10.00
Contract Primer– What Makes It a (BINDING)Contract?
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Representations and Warranties
Conditions CovenantsIndemnificationMiscellaneous
Governing Law, Assignment
Names of PartiesWhat’s Being
Contracted For Services Goods
The “Deal”Obligations
Contract Primer– What’s in a Contract?
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The Contracting Process
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First, have oneWhy?
Who reads them?Who comments on them?
In what capacityRedline changesEnsure “Version control”Who approves them?Who signs them?Where are they stored and/or filed?Forms and Guidelines
The Contracting Process
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Read It
DO:
Steve’s Contracting DOs AND DON’Ts
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Assume it contains you what
DON’T
Read Them
DO:
Steve’s Contracting DOs AND DON’Ts
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Ask Questions
DO:
Steve’s Contracting DOs AND DON’Ts
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Be a “Jailhouse Lawyer”
DON’T
Ask Questions
DO:
Steve’s Contracting DOs AND DON’Ts
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Make Comments
DO:
Steve’s Contracting DOs AND DON’Ts
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Get Too Hung Up on Every Detail
DON’T
Make Comments
DO:
Steve’s Contracting DOs AND DON’Ts
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Use Your Judgment
DO:
Steve’s Contracting DOs AND DON’Ts
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Hold Up the Deal or “Retrade”
DON’T
Use Your Judgment
DO:
Steve’s Contracting DOs AND DON’Ts
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Watch How You Act
DO:
Steve’s Contracting DOs AND DON’Ts
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Act Like A JerkDON’T
Watch How You Act
DO:
Steve’s Contracting DOs AND DON’Ts
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DON’T:
Complete the Process
DO:
Steve’s Contracting DOs AND DON’Ts
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Assume It Will All Get Done
DON’T:
Complete the Process
DO:
Steve’s Contracting DOs AND DON’Ts
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1. Assume it contains you what2. Be a “Jailhouse Lawyer”3. Get Too Hung Up on Details4. Hold Up the Deal or “Retrade”5. Act Like A Jerk6. Assume it will all get done
DON’T:
1. Read It2. Ask Questions3. Make Comments4. Use Your Judgment5. Watch How You Act6. Complete the Process
DO:
Steve’s 6 Contracting DOs AND DON’Ts
