On June 8th Meyer Suozzi attorneys, Kevin Schlosser (Chair of the Litigation & Dispute Resolution practice), Barry Shapiro (Co-Chair of the Corporate practice) and James Garbus (Co-chair of both the Corporate and the Corporate Finance practices), and Corporate Counsel client Philip Kazin presented a 2.0 CLE credit program to the Association of Corporate Counsel, Greater NY Chapter at the Cornell Club (New York, NY) entitled: “Achieving 20/20 Hindsight: Practical Solutions to Avoid Rescission, Unenforceability and Misinterpretation of Your Contracts”.
Through a lively interactive discussion among in-house general corporate counsel, outside litigation counsel and transactional counsel, the program presented critical practical pointers in dealing with troublesome issues arising before, during and after agreements are memorialized.
Mr Schlosser shared revealing insight on how to avoid drafting pitfalls based upon actual court cases in which agreements have been challenged, nullified and interpreted. Mr. Kazin offered practical suggestions on how to deal with drafting issues and often unavoidable ambiguous contractual language in the context of varying degrees of bargaining power and the demands of management — and how to document the transactional record for future guidance and protection. Mr. Shapiro and Mr. Garbus shared experiences in implementing practical solutions. The issues were presented through an analysis of frequently-arising “hot” topics currently reappearing in the courts including:
Claims of fraud and breach of fiduciary duties in buy-outs, mergers and acquisitions.
Claims relating to indemnification and defense sought by officers, directors and managers.
Claims involving the implied covenant to refrain from soliciting customers in asset acquisitions and buy-outs.
The response from the audience of general counsels was very positive with such comments as…a double-A+ CLE program…thoroughly readable and appropriate program binder…one of the liveliest, most well-informed, entertaining, and useful presentations I have encountered in years…a first-rate production…and…you have an impressive team.