Be forthcoming with information.
You may believe that feeding information to your legal counsel on a need-to-know basis will save you money. You’re concerned about the cost of having the attorney review the information or about the information unnecessarily complicating the drafting process.
Oftentimes, these issues will come out during the late stages of the negotiation process, resulting in additional conversations and costly delays. Sometimes the information is so central to the negotiations that the deal falls apart. Or, while you don’t believe that the information is relevant, you don’t realize that it may contradict the representations you have been asked to make in the contract.
Every attorney dreads the sentence that starts with, “I don’t think this makes a difference, but something that I forgot to tell you is…”
Before forwarding a contract to your attorney with the message “please see the attached,” conduct your own review of the business terms, provide your attorney with a high-level overview and list of specific questions or concerns, and share any other information that you believe may be relevant to the contract. Following these simple steps will likely result in a more efficient and effective review process.
This article has been edited and condensed.
Kelly Weiner is an NYC-based attorney and owner of Kelly Weiner Law PLLC. Kelly provides general counseling on trademark, copyright and advertising laws and intellectual property support in mergers, acquisitions and other corporate transactions. She helps clients develop, protect and exploit their ideas and brands, offering a wide variety of services relating to trademarks, copyrights, domain names, social media and advertising. She provides strategic advice, assistance with planning and budgeting, brand evaluation, trademark clearance and filing, representation relating to contentious trademark matters, competitor analysis, intellectual property intelligence, advice concerning licensing and other commercial transactions. Connect with @kellyweiner_tm on Twitter.
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