BarbriSFCourseDetails
  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

Boilerplate Clauses in Commercial Contracts: Avoiding Unintended Consequences, Implementing Practical Solutions

Choice of Forum, Choice of Law, Force Majeure, Dispute Resolution, Assignment, and Other Key Clauses

$297.00

This course is $0 with these passes:

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Description

Boilerplate clauses are standard provisions included near the end of most corporate and commercial agreements. They may have, among others, provisions for choice of forum, choice of law, force majeure, liquidated or limitations of damages, dispute resolution, assignment, notice, merger, and jury waiver.

Boilerplate provisions are often cut and pasted from one contract to another without much thought about the potential effect of their use. However, these clauses conceal significant legal and business implications that can produce unwanted future results if not tailored to the specific circumstances of the transaction.

Automatically inserting a boilerplate provision into an agreement can unintentionally defeat the parties' contractual intent and cause significant losses. Best practices necessitate negotiating and drafting such clauses and others in anticipation of future disputes.

Listen as our authoritative panel reviews standard boilerplate provisions and discusses best practices for avoiding pitfalls by drafting individualized clauses to suit the particular circumstances of the transaction.

Presented By

Marc L. Kuemmerlein
Of Counsel
Kutak Rock LLP

For more than 30 years, Mr. Kuemmerlein has served as legal executive and general counsel to companies in diverse industries serving national and global markets. In these positions, he has addressed and resolved a full range of legal matters for public and private companies in collaboration with corporate boards, senior management and professional teams. These have included board of director guidance, regulatory affairs and governmental programs, complex contracts, procurement, commercial litigation, human resources, labor, FCPA, international transactions, tax controversies and crisis management.  Mr. Kuemmerlein  has also practiced as outside counsel with prominent corporate firms in the areas of corporate law, securities, M&A, real estate, publishing and intellectual property.

Darren Skinner
Partner
Arnold & Porter LLP

Mr. Skinner focuses his practice on corporate and securities matters. He has represented private and sovereign clients in the U.S., Latin America, the Caribbean, Africa, and Asia in connection with a variety of capital markets, mergers and acquisitions, and business structuring and formation transactions. Mr. Skinner has advised issuers, selling securityholders, venture capital and private equity investors, underwriters, and placement agents in public offerings and private placements covering equity, debt, and hybrid securities, including IPOs, follow-ons, registered directs, secondaries, exchange offers, and unregistered transactions pursuant to Regulation D, Regulation S, and Rules 144 and 144A under the Securities Act. He has also represented buyers, sellers, and special committees of boards in merger and acquisition transactions, including stock and asset deals, mergers, and reorganizations. In addition, Mr. Skinner regularly counsels clients on corporate and securities compliance matters, including Securities Exchange Act reporting and corporate governance issues.

Steven O. Weise
Partner
Proskauer Rose LLP

Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those secured by personal property, including structured financing. He is regarded as one of the foremost authorities on Article 9 of the UCC. He is a member of the Permanent Editorial Board for the UCC and a member of the American Law Institute’s UCC Article 9 Drafting Committee. Mr. Weise is also the past chair of the American Bar Association’s Business Law Section Legal Opinions Committee.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, July 11, 2023

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

  1. Common boilerplate clauses
    1. Choice of forum
    2. Choice of law
    3. Merger
    4. Multiple agreements
    5. Arbitration
    6. Limitation of damages/liquidated damages
    7. No third-party beneficiaries
    8. Jury waiver
    9. Assignment
    10. Notice
    11. Waiver
    12. Force majeure
  2. Pitfalls of cutting and pasting provisions
  3. Practical application of boilerplate clauses

The panel will review these and other key issues:

  • What strategies should attorneys consider when drafting boilerplate clauses?
  • Which boilerplate clauses present the most significant challenges for businesses and their counsel?
  • What pitfalls should attorneys watch out for when using boilerplate language?
  • How can boilerplate provisions result in unintended consequences?