Glossary

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De-minimis

De-minimis is a legal term used to refer to a minimum threshold or an amount that is too small or trivial to be considered. In the context of legal agreements, such as mergers and acquisitions or purchase agreements, a de minimis clause or provision sets a threshold for the minimum amount of damages, losses, or claims that will trigger a party’s liability. For example, a de minimis provision ...

Distribution Agreement

A distribution agreement is a legal contract between a supplier or manufacturer of goods or services and a distributor who agrees to distribute or sell the supplier’s goods or services. The distribution agreement sets out the terms and conditions of the arrangement between the parties, including the rights and obligations of each party, the pricing and payment terms, the scope and duration of th...

Drag Along

A drag-along provision is a contractual provision typically found in shareholder agreements or company bylaws that allows a majority shareholder or group of shareholders to force the remaining minority shareholders to sell their shares in a company under certain circumstances. In a drag-along provision, the majority shareholders have the right to “drag” the minority shareholders along with ...

Due-Diligence

Due diligence is the process of conducting a thorough investigation of a company or business before making an investment or entering into a contract with them. It involves examining all relevant financial, legal, and operational information to assess the risks and opportunities associated with the investment or transaction. Due diligence is typically conducted by potential investors, buyers, or le...