Sensitivity Analysis Guide
Assignment #3 BLAW 502 (Summer Class I, 2013): The Richard Spellman Case
Total word count: 1724
1) Is there any need for Spellman to wade through the draft documents?
(224 words)
There is definitely the need for Richard Spellman to go through the draft documents. He needs to ensure that the employment deal that he had discussed with Walt Sawyer was in fact what the contract spelled out and that all information that has been exchanged informally, has been taken into consideration on the formal agreement.. In the “Open Items” email sent by Spellman to Sawyer, the only topic that wasn’t explained in further detail was Spellman’s base salary; further in-detail clarification was provided for bonuses, equity, and equity pool. Spellman stated that he was going to have his own lawyer read over the draft documents, but even with that precaution and the clarified points in the return email from Sawyer, he still needs to go over it himself to make sure nothing has been missed. The main reason he needs to do this is to make sure that he understands all aspects of all of the documents, including the restricted stock agreement, the consent of spouse, and arguably most important the employment agreement. If there are any issues in the documents that Spellman doesn’t understand or agree with, wants more clarification, etc., he will need to address them to his lawyer. His lawyer will then be better prepared to discuss any open items or questions with Peter Stone, Sawyer’s lawyer on the other side.
2) Do the documents prepared by Kittridge's lawyers accurately reflect the business deal outlined in the exchange of emails? (209 words)
The documents prepared by Kittridge’s lawyers seem to be accurate but there are some discrepancies that were found:
In the email’s sent by Spellman, he wanted equity of 3% plus 1% at IPO which are subject to anti-dilution provisions through and including IPO or acquisition/merger (up to total pre-IPO equity investment of $35MM). However
Total word count: 1724
1) Is there any need for Spellman to wade through the draft documents?
(224 words)
There is definitely the need for Richard Spellman to go through the draft documents. He needs to ensure that the employment deal that he had discussed with Walt Sawyer was in fact what the contract spelled out and that all information that has been exchanged informally, has been taken into consideration on the formal agreement.. In the “Open Items” email sent by Spellman to Sawyer, the only topic that wasn’t explained in further detail was Spellman’s base salary; further in-detail clarification was provided for bonuses, equity, and equity pool. Spellman stated that he was going to have his own lawyer read over the draft documents, but even with that precaution and the clarified points in the return email from Sawyer, he still needs to go over it himself to make sure nothing has been missed. The main reason he needs to do this is to make sure that he understands all aspects of all of the documents, including the restricted stock agreement, the consent of spouse, and arguably most important the employment agreement. If there are any issues in the documents that Spellman doesn’t understand or agree with, wants more clarification, etc., he will need to address them to his lawyer. His lawyer will then be better prepared to discuss any open items or questions with Peter Stone, Sawyer’s lawyer on the other side.
2) Do the documents prepared by Kittridge's lawyers accurately reflect the business deal outlined in the exchange of emails? (209 words)
The documents prepared by Kittridge’s lawyers seem to be accurate but there are some discrepancies that were found:
In the email’s sent by Spellman, he wanted equity of 3% plus 1% at IPO which are subject to anti-dilution provisions through and including IPO or acquisition/merger (up to total pre-IPO equity investment of $35MM). However