01. Who Can Sign This Thing?

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com.One missing consent can turn a signed deal into an enforceability fight. In this episode, we dig into authority failures that surface when teams assume title, practical control, or parent ownership is enough to bind an entity. The discussion distinguishes signer authority from entity authorization, walks through why LLC, corporation, and LP approval mechanics are not interchangeable, and shows how operating agreements, side letters, and subsidiary-chain gaps create hidden closing risk. It also covers what a fourth-year should actually do on the authority workstream, why secretary certificates are evidence rather than cure-alls, and how broken authority analysis can cascade into reps, closing conditions, RWI exclusions, lender pushback, and post-closing leverage.Production disclosure:This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients.This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.