Have you been contemplating a merger and/or acquisition? If so, you may want to include “Weinstein Clauses” in the purchase and sale agreements. Such clauses require the target company, and/or its equity owners, to represent that, within a specific time period, no sexual harassment or assault allegations have been made against the company’s officers or senior employees, and that the target company has not entered into any settlement agreements with regard to such behavior.
WHY INCLUDE THEM?
If you decide to include “Weinstein Clauses” in such agreements, you will likely want to subject a portion of deal proceeds to escrow or holdback, in case representation by the target company is found to be false. Essentially, the “Weinstein Clauses” shift the liability of bad actors from the buyer to the seller.
And just in case you are wondering, “Weinstein Clauses” are named after well known and successful Hollywood producer Harvey Weinstein. In late 2017, he was the subject of a New York Times expose article that detailed decades of sexual harassment, unwanted sexual contact, and other sexual misconduct. It was revealed that Weinstein had entered into settlements with at least eight women and, later, as many as 80 women came forward to accuse Weinstein and various other famous Hollywood stars. Due to this scandal, all of Weinstein’s companies ceased doing business and various business partnerships were severed. This became the start of the #MeToo Movement, which later created the rise of “Weinstein Clauses.”
If you would like more information on this or need assistance in reviewing or drafting “Weinstein Clauses” pertaining to a merger and/or acquisition you are contemplating, please contact attorney Melinda Garcia, Esq., of Garcia & Gurney, ALC at 925-468-0400.
The information contained in this article is provided by Garcia & Gurney, ALC (“G&G”) and is provided for educational and informational purposes only and should not be construed as legal advice or an offer to perform services on any subject matter. Recipients of this article should not act or refrain from acting on the basis of any information included in this article without seeking appropriate legal advice on the particular facts and circumstances at issue from an attorney licensed in the recipient’s state. G&G expressly disclaims all liability with respect to actions taken or not taken by the recipient based on any or all of the information or other contents in this article. This article not intended to constitute an advertisement for professional services or any other services. Nothing herein is intended to create an attorney-client relationship and shall not be construed as legal advice.
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