Contracting Process: Drafting and Due Diligence

This lecture covers the essential aspects of the contracting process, focusing on drafting agreements and conducting due diligence. The instructor begins by discussing the importance of due diligence in transactions, emphasizing the need to verify information through publicly available documents and communication with business partners. The lecture then transitions to the drafting of agreements, outlining the minimal structure required for a contract, including the designation of parties, rights and obligations, applicable law, and signatures. The instructor highlights typical contractual clauses, such as representations and warranties, indemnification, and confidentiality. The importance of anticipating future situations and organizing issues before drafting is also stressed. The lecture concludes with a discussion on specific contracts, including sales and employment contracts, and the implications of tax considerations in business transactions. Throughout the session, practical examples and case studies are provided to illustrate key concepts and enhance understanding.