Reviewing Your Contracts In Response To Covid-19

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As we all deal with the fallout of the Covid19 pandemic, businesses may need to review and evaluate their existing contracts to assess relevant rights, remedies and/or obligations that may come into play in the coming days and weeks.

Following are contracts and provisions that may require attention. For the time being, we’re offering contract review and consult on a complimentary basis to help our clients and community weather this storm. Please email me here to set one up.

Commercial Agreements.

  • Force Majeure- Are your contractual obligations excused due to an act of Force Majeure? Does the current pandemic rise to the level of an act of force majeure under your contracts? How long does the Force Majeure need to last under the agreement?

  • Are there notice requirements which you may need to give or receive?

  • Is there a termination right as a result of the pandemic, either by you or the other party?

  • What are the consequences of a breach or default?

  • Who is responsible for a break in a supply chain agreement?

Commercial Lease Agreements

  • Does a force majeure provision excuse payment of rent or delays in performance?

  • Does business closure prevent lease performance by landlord or tenant?

  • What provisions may impact a request for rent deferral?

Financing Agreements may be impacted as well in a variety of ways, including

  • Financial Covenants - are you able to meet your payment obligations and maintain financial ratios / covenants under your credit facilities.

  • Material adverse events- Does this situation rise to the level of MAE and if so, what actions are triggered as a result?

  • What representations and warranties have you given or received may be affected by the pandemic?

Employment Agreements. What are your obligations under employment agreements with respect to leave or severance pay?

Insurance Policies. Do your policies offer coverage for business interruptions or closures?

M&A Agreements. Are there indemnity provisions, reps and warranties, and/or financial or other covenants that may be triggered by the Covid-19 outbreak and resulting economic impacts?

Stockholder or Investor Agreements. Do your governance-related documents contain notice, Board-related or other voting provisions that may be triggered?

These are unprecedented times and events. I know we’ll get through it. Let’s do it together.

 

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Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth companies in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce.


He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition. He has special expertise in the representation of mission-driven organizations and social enterprises. 


Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 


Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.


Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives.


He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.  

Francesco’s writing has appeared in The American Lawyer, California Lawyer, Slate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.


Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.