Drafting Enforceable Commercially Reasonable Efforts Clauses in Business Agreements
Closing Obligations, Earn-Out Agreements, Licensing Agreements, Recent State Cases
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will guide counsel in best practices in drafting "best efforts," "commercially best efforts," "commercially reasonable efforts," or some other "efforts" clauses. The panel will discuss the burden of these clauses on businesses, the status of cases recently decided in Delaware, New York, and California, and agreements to examine more closely to avoid these common pitfalls.
- Commercially reasonable efforts
- Grounds for delay
- Work restrictions
- Supply chain interruptions
- Closing obligations
- Interim period operations
- Earn-out agreements
- Licensing/collaboration agreements
- Grounds for delay
- State cases
- New York
The panel will review these and other relevant topics:
- What is the purpose of the best efforts clause in commercial agreements?
- What do best efforts mean when preparing for an M&A closing?
- How do similarly performing businesses in an industry impact the interpretation of best efforts in commercial agreements?
- What does recent state case law offer regarding enforcing best efforts clauses?
Rebekah R. Conroy
Ms. Conroy's practice is centered on complex business litigation, including products liability, RICO, contract and... | Read More
Ms. Conroy's practice is centered on complex business litigation, including products liability, RICO, contract and franchise disputes, as well as the representation of attorneys in ethics proceedings. She advises business owners how to effectively minimize risks and how best to approach and prevail in litigation.Close
D.C. Toedt, III
Mr. Toedt's practice focuses on representing technology-focused companies. He edits and... | Read More
Mr. Toedt's practice focuses on representing technology-focused companies. He edits and publishes the Common Draft public library of contract clauses and templates, with extensive annotations and explanations. In addition, he lectures at the University of Houston Law Center, teaching advanced contract drafting and negotiation. He was formerly a partner and member of the management committee at Arnold, White & Durkee, a 150-lawyer intellectual-property boutique litigation firm.Close