Drafting boilerplate clauses

Drafting

Boilerplate clauses usually appear towards the end of an agreement.

They are usually not contentious, although I have come across counterparties’ counsels who wanted to amend boilerplate clauses at the eleventh hour of negotiation. When asked for the rationale for the proposed amendments, none was given, and they retracted their comments.

A couple of things to look out for when including any boilerplate clause into an agreement:

1. Consider whether the boilerplate clause is appropriate given the nature of the agreement. For example, an assignment clause in a director’s service agreement to allow the parties to assign the agreement would not make sense as the nature of the agreement is for one party (the individual) to provide services personally as a director to the other party (the company).

2. Ensure consistency of the defined terms used in the boilerplate clause with the rest of the agreement. If the agreement is referred to as “Shareholders’ Agreement” throughout the agreement, do remember to change the term “Agreement” to “Shareholders’ Agreement” in the boilerplate clause when copying the boilerplate clause from another agreement.

#malaysiancorporatelawyer
#drafting
#boilerplateclauses

This post was first posted on Linkedin on 8 April 2022.

Linkedin Post
Five key steps for legal due diligence

Most lawyers are good at identifying issues, but legal due diligence shouldn’t be limited to merely reviewing documents and identifying issues. Here are my five steps for conducting legal due diligence: 1. Identify the issues based on the scope of legal due diligence as agreed with the clients. 2. Provide recommendations …

Linkedin Post
Begin with the end in mind: Post-completion integration

I once worked on an M&A deal that took more than a year to complete. While the deal was not inherently complex, it dragged on due to delays in finalizing the details of the transaction agreements for reason beyond my control. As the deal involved a larger corporation acquiring a …

Lawyering
Being a Corporate Lawyer: Why I Do What I Do

After years of demanding schedule and juggling simultaneous corporate exercises which take a toll on physical and mental health, it is not surprising that some corporate lawyers experience burnout. Unlike some legal practice areas, the work of a corporate lawyer may not seem immediately impactful or “make a difference” to …