May 12, 2011 | New York Law Journal
Materiality Scrape and Force Majeure ProvisionsCorporate attorney Lawrence Hsieh discusses materiality scrape provisions, which are tricky to negotiate because they may introduce unintended ambiguity, especially if "materiality" is indivisible from the underlying representation or with respect to list-based representations, and the innocuous-looking force majeure provision, which requires a balance between the need for specificity and the very natural "just in case" desire to capture similar contingencies.
By Lawrence Hsieh
9 minute read
August 11, 2011 | New York Law Journal
Sandbagging Provisions; Cumulative vs. Exclusive RemediesCorporate attorney Lawrence Hsieh examines two types of provisions: one, a classic boilerplate provision allowing an aggrieved party to pursue any remedy in the universe of remedies, can lead to a common drafting blind spot when an exclusive remedy was negotiated; the other, intended to deal with a buyer's awareness of a problem prior to closing, is subject to an assortment of negotiating tactics from both buyers and sellers.
By Lawrence Hsieh
13 minute read