Horror Stories - Keeping the Monsters Out of Your Deal

Halloween is a spooky season known for ghost stories and other terrifying tales. At first blush, recounting transactional law tales may not fit that bill, but this episode may just change your mind. While transactional attorneys see their share of intense and stressful scenarios, what litigators see a year or two down the road when the dust settles may just frighten you.The Terrifying Tale of Certain State Securities Statutes That Bring Heightened Damages Imagine this, you’ve prepared your case for months or even years, the exorbitant costs of litigation and discovery growing larger by the day, now you’re facing the grim reality that not only does your client owe 15 million dollars, the judge just trebled the damages…and ordered your client to pay the opposing party’s attorneys’ fees. Tell me that’s not enough to keep you up at night.Jodie examines the heightened damages provisions of certain state statutes related to securities deals and how they can be used as leverage by threatening litigation related to a stock purchase agreement. Therefore, when considering a stock purchase, it’s imperative that you carefully contemplate the deal, the state you’re transacting the deal in, and whether a state securities act could be implicated.Don’t Let a Monster Get Into Your Deal Document DefinitionsSeasoned attorneys know that definitions in agreements are often fodder for litigation. One such definition is “proceedings.” Both buyers and sellers should negotiate carefully around definitions. Attorneys on both sides may end up going to the mat over what specifically constitutes a “proceeding.” Chilling stuff.The Hair-Raising Ordeal of the Release LanguageTypically, when you think about exiting an investment, you think about getting the broadest possible release. Think twice before you do that. There are times where, depending on which point and time you’re at, there are different people and entities that are associated with the corporate structure. And, if you broadly include affiliates in a release, you can end up in a terrifying situation where you’re later sued related to your participation in that potential investment. Worse, you may end up on the other side of an argument that you unwittingly, through your release language, released the other side from any and all liability. Listen to this episode for more unnerving anecdotes involving the employment eligibility of workers, including Form I-9s, and related PPP issues. Both Susan and Jodie always recommend having an eye for detail in these kinds of situations, check strict time frames, fill out forms properly, and use experienced deal counsel to help you avoid any scary situations.  Contact UsThank you for joining us at the table for this episode of Deal Us In. We invite you to join the conversation by using our #Dealusinpodcast on Twitter or LinkedIn.If you have a recommendation for an inspiring interviewee, a question you’d like us to ask, or a topic you would like to hear covered, or if you’d like to tell us about women-focused initiatives in the field, please go to our website at www.DealUsInPodcast.com. We look forward to hearing from you.This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.