A startup I worked for was recently acquired. Merger paperwork has been arriving in clumps. One document that invited my signature included the wording:
“You have reviewed and understand the escrow and indemnification provisions of Article VII of the Merger Agreement (attached hereto as Exhibit 1), …”
So, being in a responsible mood, I had a go at Exhibit 1, even though I’m way out of my depth, and am such a minor shareholder that were I to heave all of the paperwork into the trash, the merger would proceed without noticing my absence.
After slogging through nine narcolepsy-inducing pages of turgid legal prose, I found this little gem in the final paragraph:
“A decision, act, consent, or instruction of the Shareholder Representative, including an amendment, extension, or waiver of this Agreement pursuant to Section Error! Reference source not found, and Section Error! Reference source not found, hereof, shall constitute a decision …”
Now that’s I bit that I do understand.