The Deal
Sunday, November 22, 
3:58 am

Soapbox: Forthright the first time

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James D. Rosener the partner-in-charge of Pepper Hamilton LLP's New York office, argues in a Feb. 25 Deal newsweekly column that in the wake of Delaware's URI decision, buyer-seller agreements need to be clear and certain from the get-go.

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He notes:

Previously, the practice of leaving ambiguities in a buyer-seller contract-either by design, to permit later interpretive latitude or as a byproduct of the speed and complexity of the negotiation process-was generally accepted as fact. ... In this new legal climate, and with credit markets in a weakened position, the demand for both clarity and certainty in dealmaking is greatly increased.
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