Counterparts

We continue the Understanding Contract Terms series by explaining counterparts clauses. Most contracts include some form of counterparts clause. Counterparts clauses are important to understand when you need to determine how a contract can be executed and when it is enforceable.

What is a “Counterpart”?

Counterparts, in contract law, are one of several written papers that constitute a contract, such as a written offer and a written acceptance, both of which are separate documents, or counterparts, that together form a contract. In the internet age, it is common for two parties to execute a contract without sitting down in the same room to sign the same piece of paper. Often a contract is executed in several counterparts, each signed by a different…

Read More

Hedge Fund Law

This is our third post in our series on understanding hedge funds. Today, we will be discussing the specifics of the high-water provision and how it seeks to provide proper incentives and fair compensation for both parties to a hedge fund.

As discussed in our first post on hedge funds, most hedge fund managers charge clients a performance fee between...

Read More

Crowdfunding Rules Debate

IPO Market Heats Up

The market for initial public offerings seems to be heating up announced the NY Times this week after Grubhub began selling stock publicly. Grubhub’s IPO price raised 40% in the first day of trading but has since waned.  The Grubhub deal, which followed the earlier merger of Grubhub and its one time rival Seamless, was among...

Read More

New York Stock Exchange Trading Floor

Generally speaking, broker-dealers are people that are in the business of buying and selling securities or in the business of helping others buy and sell securities. Brokers and dealers are subject to extensive regulation by the Securities Exchange Commission and state regulators.

The broker-dealer regulations are designed to make sure that people in the business of buying and selling securities...

Read More

Limitation of Liability

We continue the Understanding Contract Terms series by explaining limitation of liability (sometimes called “limitation on liability”) clauses. Many contracts include some form of limitation of liability clause, and they are important to understand to determine your potential liability exposure under your business’ contracts.

Limiting Your Liability A limitation of liability clause allows parties to reduce or, in some cases, eliminate...

Read More

Thumbs Down

Facebook Buys Oculus VR; Non-equity Stakeholders Feel Slighted

After raising $2.4 million through a Kickstarter campaign that helped bring their virtual reality headset to real reality, Oculus VR sold to Facebook in a cash and stock deal worth $1.99 billion. The company announced it was joining Facebook because “his partnership is one of the most important moments for virtual reality:...

Read More

Business Valuation - Bean Counting

Entrepreneurs and business owners will generally need to value their business on many occasions during the course of a career. Whether part of a seed investment round, follow-on series investment round, merger or acquisition, partnership or owner dispute, or a partnership or ownership divorce, you will likely need to fix a value to the business you are building or have...

Read More

Escape Hatch Amendments

We continue the Understanding Contract Terms series by explaining amendment clauses. Most contracts include some form of amendment clause. Amendment clauses are important to understand when determining your rights and liabilities under almost any contract and how those rights and liabilities can be amended.

When it Matters to Have a Well-drafted Amendments Clause

There are often times when circumstances change and...

Read More

Seattle Contracts Lawyer- Meeting of the minds

We continue the Understanding Contract Terms series by explaining assignment clauses. Most contracts include some form of assignment clause. Assignment clauses are important to understand when determining your rights and liabilities under almost any contract.

Assigning a Contract

To understand why this clause is included in the contract it is important to first understand what it means to assign a contract. An...

Read More

Time Warner Golden Parachute

Former Microsoft Employee Arrested for Stealing Trade Secrets

A former Microsoft software architect, Alex A. Kibkalo, was arrested in Bellevue this week on federal charges cased on the allegation that he unlawfully passed proprietary information, including unreleased Windows 8 code, to an anonymous blogger. But Microsoft failed to maintain momentum as the victim in the case when it was criticized for...

Read More