In the context of increasingly common requests from buyers and like parties to a transaction for representations regarding target company officer/executive sexual misconduct allegations, Corporate Counsel's "Weinstein Clauses: Best Practices for Negotiating, Drafting and Responding" provides instructive guidance to companies on both sides of the equation on common practices, negotiating tactics, and risk mitigation. The article includes sample buyer-oriented and negotiated provisions, commonly requested seller qualifiers, and preparation and response tips for parties making the representations to minimize the risks.
See our prior report: "#MeToo Representations Infiltrate M&A Transactions," and additional resources & information on #MeToo management and board oversight on our Corporate Culture, Compliance & Ethics, and Director Duties & Liabilities pages. This post first appeared in the weekly Society Alert!