Rant: If local counsel has explicitly told you that there is a potential issue with a side letter clause and another contract what possesses you to close that investor in without verifying that this is no longer an issue or giving a heads up that closing is happening so someone can scream stop?

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Posting as :
works at
You are currently posting as works at

It’s called “risk appetite”

Agree on weighing risk - our clients do this occasionally. This is not a secondary jurisdiction and could have led to the transaction being delayed and contracts having to be amended.

So your remedy is what? Sue to unwind? The co believes you won't.

Had that concern turned out to be true, my remedy would have been to not give the closing opinion before the other material contract was amended because we would not have been able to opine on enforceability of the side letter provision.

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