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Global

Private Equity

Watch
Contributor
Glenn D. West
Partner
phone +1 214 746 7780
envelope gdwest@weil.com
redirect Bio on Weil.com
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
The Latest Effort to Use Fraud to Overcome a No-Indemnity Deal—The Target’s Preparation of the Preliminary Closing Statement
Oct 2020
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Mergers and Restrictions on Assignments by “Operation of Law”
Sep 2020
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
No-Third-Party-Beneficiary Clauses and the “Ever-Evolving Contractual Arms Race”
Sep 2020
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Recent Delaware Cases Illustrating How Uncapped Fraud Claims Can and Cannot Be Premised Upon Written Representations
Aug 2020
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
The Limits of Interposing a Limited Liability Entity as the General Partner of a Limited Partnership
Aug 2020
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Do You Really Know What “Consequential Damages” Means?
May 2020
Contributor(s)
Glenn D.
West
Distressed, Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
An Asset Purchase That Wasn’t—Beware the De Facto Merger Doctrine in Distressed M&A
May 2020
Contributor(s)
Glenn D.
West
COVID-19 Updates, Features, Insights, What's New on the Watch?
Pondering One of Diligence’s Seemingly Imponderable Questions: The Effect of Restrictions on “Indirect” Transfers
Apr 2020
Contributor(s)
Glenn D.
West
COVID-19 Updates, Features, Insights, What's New on the Watch?
Operating in the Ordinary Course in Extraordinary Circumstances
Apr 2020
Contributor(s)
Glenn D.
West
Peter
Feist
Kimberly Blaine
Snyder
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Contractual Declarations of Legal Rights or Status—Just Because You Say It Is Or Isn’t So, Doesn’t Mean It Is Or Isn’t So
Apr 2020
Contributor(s)
Glenn D.
West
COVID-19 Updates, Features, Insights, What's New on the Watch?
Debt Buybacks— A Familiar Tool for New Circumstances
Apr 2020
Contributor(s)
Heather L.
Emmel
Daniel
Evens
Glenn D.
West
Gabriel F.
Gregson
Paul
Overmyer
COVID-19 Updates, Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Impossibility, Impracticability, Frustration, Force Majeure, Efficient Breach, and COVID-19
Mar 2020
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Your Mother Was Right: Following Your Friends (or Market Studies) Off a Bridge is a Bad Idea
Jan 2020
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Defining “Material”—What Matter Will Matter?
Jan 2020
Contributor(s)
Glenn D.
West
Features, Insights, What's New on the Watch?
Just Because a Really Bad Thing Happens Does Not Mean a Material Adverse Effect has Occurred: Assessing the Latest Delaware MAE Decision
Dec 2019
Contributor(s)
Glenn D.
West
Richard W.
Slack
Joshua M.
Glasser
Features, Glenn West Musings, Insights, Legal Developments, R&W Insurance, What's New on the Watch?
Indemnify is a Funny Word Carrying Historical Baggage—Be Aware and Use with Care
Dec 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Special Order Your Forum Selection Clause
Oct 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
“Location, Location, Location”—The Three Things that Matter the Most in Real Estate May Also Matter the Most in Ensuring the Proper Application of All of Your Contractually Chosen Law
Aug 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
The Little-Regarded Confidentiality Agreement—Distinguishing Between “Affiliates” Entitled to Receive Confidential Information and “Affiliates” Actually Bound by the Confidentiality Agreement
Jul 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
“Standard” Versus “Bespoke” Boilerplate—A Distinction That Can Make a Big Difference
Jul 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Forever is a Long Time or No Time at All: More Idiosyncrasies of the Common Law of Contract You Need to Know
Jun 2019
Contributor(s)
Glenn D.
West
Europe, Features, Glenn West Musings, Insights, Portfolio Company Matters, What's New on the Watch?
Selling Your Portfolio Company Subject to a New York Law Governed Contract—Identifying a Hidden Term Built-In by New York’s Common Law: the Mohawk Doctrine
Jun 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Portfolio Company Matters, What's New on the Watch?
Preserving Privileged Communications in the Sale of a Portfolio Company—that Clause in the Back of the Agreement Can Actually Work
Jun 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, What's New on the Watch?
Releases and Covenants Not to Sue—Seeming Legal Redundancies That Aren’t
May 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, What's New on the Watch?
Indemnification: Importing Corporate Concepts into an LLC – Permissible, But Not Required and Potentially Detrimental
May 2019
Contributor(s)
Glenn D.
West

wpengine
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Avoiding the Other F-Word: An Anti-Reliance Clause Should Actually Disclaim Reliance on Extra-Contractual Representations Even When the Parties Agree that None Were Made
Mar 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Serving on the Board of Your Portfolio Company: Be Careful What You Share in Emails and Texts Among You and Your Firm’s Other Designated Board Members
Mar 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, Thought Leadership, What's New on the Watch?
There is No Fraud Without “Justifiable” Reliance: Unambiguous Terms of Written Contract Trump Claims of Fraudulent Inducement Even in the Absence of an Effective Non-Reliance Clause
Mar 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Contracting to Avoid Tort-Based Punitive Damages Awards
Feb 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
The Zebra versus Striped Horse Phenomenon Rears its Head Again—Distinguishing an Expert Determination from an Arbitration
Feb 2019
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Portfolio Company D&O Insurance—Are the Director Designees of PE Owners Actually Covered?
Jan 2019
Contributor(s)
Robert F.
Carangelo
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Icebergs in Your Contract—Undefined Fraud Carve-outs Continue to Produce Peril for Innocent Private Equity Sellers
Dec 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Words Matter—Even Deleted Ones in a List of Potentially “Redundant Synonyms” from a Prior Draft
Dec 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, R&W Insurance, Trends, What's New on the Watch?
While Time Marches On—Breach of Representations & Warranties, Survival Periods, and New York’s Statute of Limitations
Nov 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
A Delaware Case Has Finally Determined That There is Such a Thing as a “Material Adverse Effect”
Oct 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, Topics, Trends, What's New on the Watch?
A Delaware Supreme Court Footnote Reignites Concerns about the Reliability of Contractual Representations & Warranties–Are Deal Lawyers Really Going to Start Debating Sandbagging Again?
Oct 2018
Contributor(s)
Glenn D.
West
Europe, Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch?
Avoiding a Dog’s Breakfast—Some Timely Reminders of How to Effectively Limit the Universe of Purported Representations upon which Fraud Claims Can be Made
Aug 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch?
Post-Closing Purchase Price Adjustment Mechanics—Distinguishing Expert Determinations from Arbitrations
Aug 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Something Borrowed May Make You Blue—Re-Examining New York Choice of Law Clauses
Jun 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch?
Cognitive Dissonance in the Common Law of Contracts: Oral Modifications to Written Agreements that Purport to Invalidate Oral Modifications
May 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, U.K., What's New on the Watch?
How Anti-Assignment Workarounds Work (or Not)
May 2018
Contributor(s)
Glenn D.
West
Maryam
Naghavi
Features, Glenn West Musings, Insights, Legal Developments, Specialist Areas, What's New on the Watch?
Usury Bites—A Refresher on an Easily Overlooked Issue in the Restructuring and Private Equity Arenas
Apr 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, R&W Insurance, Topics, Trends, What's New on the Watch?
How a 12 Month Survival Period Can Become A Lot Longer (or Not)—the Required Notice of Claim
Mar 2018
Contributor(s)
Glenn D.
West
Diligence, Features, Glenn West Musings, Insights, Legal Developments, Specialist Areas, What's New on the Watch?
IP Diligence Can Really Matter in Private Equity Acquisitions—And That Includes Checking the Grammar Used in Purported Employee IP Assignments
Feb 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Not So Funny Things That Can Happen on the Way to Your Contractually Selected Forum
Feb 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, Specialist Areas, What's New on the Watch?
Transaction-Related Tax Deductions and the Worst Words Ever Spoken by a Deal Professional
Jan 2018
Contributor(s)
Glenn D.
West
Mark
Schwed
Alex
Farr
Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch?
A New Year’s Resolution for Deal Professionals: Make Sure Your Written Deal Documents Say (And Will Be Interpreted to Mean) What You Meant
Jan 2018
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Your Word May Really Be Your Bond (and a Specifically Enforceable One to Boot)
Dec 2017
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
The Perils of Failing to Define “Voting Power” in a Change of Control Clause
Dec 2017
Contributor(s)
Glenn D.
West
Nathaniel
Moore
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
So You Think You Know What a “Definitive” Agreement Is?
Nov 2017
Contributor(s)
Glenn D.
West
Kymberly N.
Thoumaked
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Mutatis Mutandis, “What a Wonderful Phrase”
Oct 2017
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Making Sure Your “Choice-of-Law” Clause Chooses all of the Laws of the Chosen Jurisdiction
Sep 2017
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Legal Developments, What's New on the Watch?
A Real Beating or a Written Agreement—An English Case Provides a Good Reminder that Oral Agreements Can be Binding
Aug 2017
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Avoiding the Mindless Use of the Brainless MAC Clause
Aug 2017
Contributor(s)
Glenn D.
West
Ancillary Agreements, Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
What is the Deal with No Oral Modification/Waiver Clauses?
Jul 2017
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Agreed Damages or Unenforceable Penalties—Drafting to Affirm the Former and Avoid the Latter
Jul 2017
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements, What's New on the Watch?
When Buyers Must Advance the Defense Costs of the Selling Shareholders They Accuse of Misrepresentations in a Stock Purchase Agreement
Jul 2017
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
On Naval Ramming Bows and Contractual Boilerplate—Are Standard “No Third-Party Beneficiary” Clauses Always a Good Thing?
Jun 2017
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
A New Reason for Private Equity Sellers to Hate Undefined “Fraud Carve-outs”
May 2017
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch?
Yoda was Wrong, at Least with Respect to Contracts—“I'll Give it a Try” Evidences an Affirmative Commitment After All
Apr 2017
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
For Want of a Comma, the Case was Lost
Mar 2017
Contributor(s)
Glenn D.
West
Europe, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch?
Contracting Accidentally through Preliminary Agreements—A Writing “Subject To Contract” May or May Not be a Contract
Mar 2017
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
You Can Cry if You Want To, But if You Are Not “the” Party, It’s Probably Not “Your” Party—Distinguishing Between Becoming a “Party” to a Contract and Merely Being an Assignee
Feb 2017
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
“Individually or Collectively, as the Context May Require”—Clarifying the Meaning of Defined Singular Terms; It Might Actually Matter
Jan 2017
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch?
Excluded Losses Part II: An English Perspective on the Continued Failure of Predictability Regarding the Use of the Phrase “Consequential or Special Losses”
Dec 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
“Excluded Losses” Provisions and the “Butterfly Effect”—the Continued Failure of Predictability Regarding Consequential Damages Waivers in M&A Agreements
Nov 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
You May be Bound by the Contractual Company You Keep—A Cautionary Tale About the Use of the Term “Affiliate” in an Entity’s Release of Claims
Oct 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
How a “Voluntary” Default under An Indenture Converted an Optional Redemption Provision into a Mandatory Redemption Provision Requiring Payment of a Make-Whole Premium
Oct 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Contract Drafting 101—It Doesn’t Matter What You Actually Meant by What You Said; It Only Matters What is Determined to be Meant by What You Actually Said
Sep 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch?
Freedom of Contract?—An Agreed Damages Clause May Not Actually Be Agreed
Sep 2016
Contributor(s)
Glenn D.
West
Europe, Features, Glenn West Musings, Insights, Legal Developments, U.K., What's New on the Watch?
Reps and Warranties Redux—A New English Case, An Old Debate Regarding a Distinction With or Without a Difference
Aug 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Be Wary of a Someone Offering a “Fulsome” Set of Reps
Jul 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, Trends, What's New on the Watch?
The Rule Against Perpetuities May Be Forgotten, But It Should Not Be Ignored—It May Still Affect the Validity of Your Deal
Jun 2016
Contributor(s)
Glenn D.
West
Features, Funds, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
State Pension Funds and their Status as Sovereigns—The Rules That Apply to You May Not Apply To Them
Jun 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
The Transactional Common Interest Privilege in New York—Common, But Not So Privileged
Jun 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, What's New on the Watch?
Protecting the Private Equity Firm and its Deal Professionals from the Obligations of its Acquisition Vehicles and Portfolio Companies
May 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments
On the Nature of Being Mistaken in Contract
May 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments
Advancement and Indemnification for Former Target Company D’s and O’s–Distinct Concepts with Different Results in the Private Company Acquisition Context
Apr 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments
Making Sure the Intended Conditions to Your Contractual Obligations are Actually Conditions
Apr 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, Sell-side
Private Equity Sellers Must View “Fraud Carve-outs” with a Gimlet-Eye
Mar 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments
The Surprising Connection Between an Extra-Contractual Fraud Claim and a Flesh-Eating Zombie
Mar 2016
Contributor(s)
Glenn D.
West
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements
Making Sure Your Survival Periods Actually Work as Intended
Feb 2016
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements
The Law You Choose to Govern Your Contract May Not Be the Law that Governs
Jan 2016
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements
Contractually Designating a Valuation Expert as the Binding Decision Maker Means Just That, Even if the Expert Turns Out to be Wrong
Jan 2016
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements
Private Equity 101 — The Need to Contractually "Box" Identified Risk
Dec 2015
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements
Lessons from a Consequential Case Concerning the Consequences of Consequential Damages Waivers
Dec 2015
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements, Sell-side
Exclusive Remedy Provisions, Fraud Carve-outs, and Personal Liability for Sell-Side Private Equity Professionals
Dec 2015
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements
Promissory Fraud, Anti-reliance and the Dreaded "Undefined" Fraud Carve-out
Oct 2015
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, Purchase Agreements
Diminution in Value Damages & Waivers of Lost Profits
Oct 2015
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, Management, Portfolio Company Matters, Purchase Agreements
Writing Indemnification and Advancement Provisions to Protect Former Officers and Directors
Sep 2015
Contributor(s)
Glenn D.
West
Glenn West Musings, Insights, Legal Developments, Management, Purchase Agreements
Key Takeaways Re: Option Holders Rights from Fox v. CDX Holdings, Inc.
Aug 2015
Contributor(s)
Glenn D.
West

Global

Private Equity

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Editors
Glenn D. West
Partner, 
Dallas
Private Equity
Peter Feist
Partner, 
New York
Private Equity
Shayla Harlev
Partner, 
Boston
Private Equity
Copyright © 2020 Weil, Gotshal & Manges LLP, All Rights Reserved. The contents of this website may contain attorney advertising under the laws of various states. Prior results do not guarantee a similar outcome. Weil, Gotshal & Manges LLP is headquartered in New York and has office locations in Beijing, Boston, Dallas, Frankfurt, Hong Kong, Houston, London, Miami, Munich, New York, Paris, Princeton, Shanghai, Silicon Valley, and Washington, D.C.