Indemnity Provisions in Contracts: A Brief Summary of Oregon’s Approach

Contracts frequently contain indemnity provisions.  An indemnity provision is a clause that transfers risk between the parties to a contract.  Under such a provision, one party (called the indemnitor) agrees to defend and reimburse the other party (the indemnitee) for damages or losses resulting from claims arising out of the contract.  Indemnity provisions can be […]

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Forum Selection Clauses: Small Deviations with Big Consequences

Forum selection clauses are common in contracts today.  In a forum selection clause, the parties to a contract designate a particular court or courts as having jurisdiction over disputes the parties may have about the contract.  Some forum selection clauses allow, but do not require, certain courts to hear disputes.  Others provide that a particular […]

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Stock Transactions between Insiders and Outsiders: How Much Disclosure is Required?

As closely held companies grow, their number of shareholders often increases as well.  This is frequently a sign of success, but it can create certain problems.  For example, a larger or diversified shareholder base can prevent a company from becoming an S Corporation for tax purposes.  Additionally, companies with too many shareholders who own small […]

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