The earn-out dispute begins at the drafting stage
Most earn-out arguments are not about performance. They are about who controls the business during the earn-out period, and what the accounts are permitted to say.
Arbitration clauses that do not do what the client thinks
Seat, institution, language and scope get settled in a clause nobody negotiates. The consequences arrive years later, usually at the enforcement stage.
The patent problem found in week three of diligence
Ownership gaps and freedom-to-operate risk rarely stop a deal. They move the price, the warranty package and the indemnity cap — if they are quantified in time.
Liability caps that cap the wrong thing
Aggregate caps, carve-outs, and the distinction between direct and consequential loss. Three drafting decisions that determine what a contractual breach actually costs.
Chain of title when the work was outsourced
Assignment does not happen automatically, and in several jurisdictions it does not happen at all without writing. A checklist for founders reviewing what the company actually owns.
Security packages that cover less than the lender thinks
Floating charges, after-acquired assets, and cross-border perfection. Where enforcement most often runs into a gap that was there from the start.
Team moves and the covenant you can actually enforce
Enforceability turns on scope, duration and legitimate interest — and on how quickly the employer moved. A note on the first week after resignations land.
Freezing relief is an evidence exercise, not a remedy
Applications fail on risk of dissipation far more often than on the merits of the underlying claim. What the affidavit has to establish, and when to seek it.
Enquiries
A general note is not advice on your facts.
If something here maps onto a live problem, the useful next step is a confidential conversation about the specifics.
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