COMMERCIAL CONTRACTS

Negotiation and drafting

We assist our clients with the negotiation and drafting of commercial contracts, and new clients often seek our advice on existing agreements.

You have made a good investment in legal counsel when your lawyer secures a negotiated outcome you could not have achieved on your own. Like many other lawyers, we are seasoned negotiators and can accomplish what might otherwise seem unrealistic. Effective negotiation often requires technique, experience, and the ability to think outside the box.

Contracts already in place may also require legal assistance. Not only in the event of disputes, but also when there is uncertainty about what has actually been agreed—ranging from very precise or obvious issues to highly nuanced distinctions. In such cases, you can commission a second opinion on a contract, or an interpretation of one or more terms and their interrelationship.

Legal assistance may also be required upon exit. Exit, exit provisions, termination or rescission, and the effect of confidentiality clauses and customer and non-compete covenants frequently give rise to uncertainty.

We assist with the termination of contracts, typically either by advising on what the contract requires for termination to take place, or on the procedural steps necessary to carry out a termination. This may concern whether termination must be given in writing by letter or may be given by email, which deadlines apply—and many other matters.

The above themes are often combined, as we assist with negotiations regarding terminations not provided for in the contract—for example, because a party wishes to withdraw from a contract during a non-terminable period, or with a shorter notice period than agreed in the contract, or based on a termination provision that is unclear and interpreted differently by the parties.

By way of agreement or contract types, we can mention business transfer agreements (M&A agreements), purchase agreements, leasing agreements, tenancy agreements, agency agreements, distribution agreements, licence agreements, and shareholders’ agreements. Promissory notes, guarantees, and pledge agreements are also frequently used.

When we draft agreements, we prioritise clear language and making them as concise and accessible as possible.

It may sound easiest to make short contracts, but it requires insight and an overview not only of the law but also of the subject matter—and, above all, that we, together with our clients, think carefully about what they want and can achieve with the agreements.

Clear contracts require cutting away a great deal so one can focus on the essentials, and that takes focus and sometimes courage.

We will always have a good dialogue about this, and that dialogue—which ensures realistic expectations for our clients—also creates an optimal negotiation climate.

The goal is, of course, to secure signatures on an agreement that is optimal for our clients, their collaboration opportunities and risk profile, and is clear, so that the scope for later disagreement is minimised and the parties can focus on running their business and creating value rather than resolving disputes or battling each other because they entered a business relationship with differing expectations without realising it.

In short: We create lasting value for our clients by supporting them in making good agreements.

Contact Flemming Keller Hendriksen at +45 70 90 90 60 for further information.