Avoiding Unintended Consequences of Damage Waiver Provisions — The Harvard Law School Forum on Corporate Governance

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Excerpt:  Acquisition agreements often contain provisions that restrict or prohibit the payment of “consequential,” “special,” or “incidental” damages for breach. [1] Principals and their counsel may intend that these provisions prevent liability arising from unknown and unforeseeable future events; however, because these terms are poorly understood in the context of acquisition agreements, the exclusion of these categories of damages may have unexpected consequences for the parties to a transaction. Buyers and sellers should carefully weigh the effect of these damage-limiting provisions and consider alternative, more clearly defined provisions to limit damages under their acquisition agreements

Read full article  via Avoiding Unintended Consequences of Damage Waiver Provisions — The Harvard Law School Forum on Corporate Governance and Financial Regulation.

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