Weinstein Clauses: Best Practices for Negotiating, Drafting and Responding
In the wake of the #MeToo movement, it is increasingly common in corporate transactional documents to see buyers and related parties include so-called "Weinstein" clauses.
October 01, 2019 at 01:34 PM
6 minute read
In the wake of the #MeToo movement, it is increasingly common in corporate transactional documents to see buyers and related parties include so-called "Weinstein" clauses. Such provisions typically request that a target company represent and warrant whether its officers or executives have been the subject of allegations of sexual harassment or misconduct, and if the company has entered into any settlement agreements regarding these kinds of claims.
The purpose of a Weinstein clause is to provide assurance that the target company (including its officers and executives) is not a hotbed of sexual harassment or a ticking time bomb of claims waiting to explode, which would no doubt result in liability, embarrassment and potential loss of value for the acquiring parties. This primer on drafting and negotiating Weinstein clauses should help deal teams balance these risks.
Weinstein Clauses: Review and Negotiation
A deep dive into Weinstein clauses best starts with a typical buyer-friendly example:
Except as set forth on the company disclosure schedule, in the last 10 years, no allegations of sexual harassment or sexual misconduct have been made against any current or former officer of the company, and the company has not entered into any settlement agreements related to allegations of sexual harassment or sexual misconduct by an officer, executive or other employee of the company.
NOT FOR REPRINT
© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
Trending Stories
- 1The Law Firm Disrupted: For Big Law Names, Shorter is Sweeter
- 2Wine, Dine and Grind (Through the Weekend): Summer Associates Thirst For Experience in 'Real Matters'
- 3The 'Biden Effect' on Senior Attorneys: Should I Stay or Should I Go?
- 4BD Settles Thousands of Bard Hernia Mesh Lawsuits
- 5First Lawsuit Filed Alleging Contraceptive Depo-Provera Caused Brain Tumor
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250