Critical Boilerplate in Acquisition Agreements


Summary

This practice note provides an overview of considerations for an M&A practitioner when drafting or negotiating boilerplate provisions in an acquisition agreement. An acquisition agreement typically contains a variety of provisions, usually at the end of the document, in a section referred to as "General Provisions" or "Miscellaneous," addressing an assortment of issues not covered in other parts of the agreement. These provisions include, among other things, rules on how the agreement will be interpreted, what law will govern the transaction in the event of a dispute, whether a dispute will be resolved in court or by arbitration, whether the agreement can be assigned, what happens to the entire agreement in the event that one of its provisions is found to be invalid by a court of law or arbitration panel, and whether any third parties are deemed to be beneficiaries of the agreement. Click here to access Market Standards - M&A, the Practical Guidance database of publicly filed M&A deals...