A DECADE+ OF STORYTELLING POWERED BY THE BEST WRITERS ON THE PLANET

BE PART OF THE LEGACY

TAMPA BAY • FEBRUARY 23-24 2026

This FINAL encore experience will be unlike any other. Because like everything we do, it's been "reimagined" from beginning to end. It's not a virtual or hybrid event. It's not a conference. It's not a seminar, a workshop, a meeting, or a symposium. And it's not your typical run-of-the-mill everyday event crammed with stages, keynote speeches, team-building exercises, PowerPoint presentations, and all the other conventional humdrum. Because it's up close & personal by design. Where conversation trumps presentation. And where authentic connection runs deep.

#MeToo Movement Finds An Unlikely Champion In Wall Street

Elizabeth C. Tippett, University of Oregon

If you were worried that the #MeToo movement might fade away, fear not. It has been carved into one of the most immovable objects in human history. Legal boilerplate. And not just any boilerplate. But the language in giant merger agreements, used when one company is buying out another company.

Basically, corporate lawyers have been adding a sentence that forces companies to disclose allegations of sexual harassment. On Wall Street, it has come to be known as the “Weinstein clause.”

That’s new. In my years as an employment lawyer, I worked on more than 50 corporate acquisitions. The work somehow managed to be both boring and stressful, as I rapidly sifted through masses of personnel documents to figure out what needed to be disclosed.

Although it was common to disclose ongoing lawsuits or threats of litigation, “allegations” or even internal complaints of harassment were not on anyone’s radar. The arrival of the Weinstein clause signals how important #MeToo has become – not just as a social movement but as a business risk.

When employment law was small potatoes

The “Weinstein clause” appears in a section of the agreement called the “representations and warranties,” where the seller attests that it has complied with certain laws or denies certain liabilities.

For example, the agreement might say that there are no ongoing lawsuits against the company. If that statement is untrue because the company is litigating a discrimination case in federal court, then the company needs to list the name of the case in a huge side document called a “disclosure schedule.”

Previously, employment-related stuff, like harassment or discrimination, was considered small potatoes in a corporate acquisition. These cases are usually not worth more than US$100,000 or $200,000, which is practically a rounding error when you’re talking about a merger worth hundreds of millions or even billions of dollars.

So in large mergers, the representations and warranties tend to only call for the disclosure of big ticket liabilities. A disclosure schedule in those deals is like the All-Star Team of massive liabilities. It’s where “We don’t own any of our intellectual property” goes to hang out with “We bribed foreign government officials” and “Our only liquid assets are fidget spinners.”

As an employment lawyer on a large deal, I was essentially a benchwarmer. I was pumped if I got a lawsuit or two added to the disclosure schedule – that was my two minutes of playing time. A mere harassment allegation? Please. That wouldn’t even make it into the memo I prepared that no one would read.

The advent of the Weinstein clause

But sometime around March of this year, lawyers started adding so-called “Weinstein clauses” to their merger agreements.

For example, in a $4.9 billion deal in June to acquire health care analytics company, Cotiviti, the merger agreement called for the disclosure of any “allegations of sexual harassment” against officers, directors or employees who supervise at least eight other employees if it would result in a “material adverse event.”

The term “material adverse event” means “so bad that it would noticeably affect our profits, keeping in mind that we’re worth 4.9 billion dollars.”

The inclusion of this language is remarkable because it assumes that an allegation of harassment might actually turn out to be more than a blip on the radar of a big company.

That would have been unthinkable a year ago. And yet now is firmly within the realm of the plausible after Harvey Weinstein’s $200 million entertainment company went bankrupt and shareholders of Wynn Resorts lost $3.5 billion in value in the wake of harassment scandals.

Other mergers compel similar disclosures, regardless of whether the allegations are “material.” In some cases, they ask about allegations against high-level employees going back five, eight or 10 years.

That’s way past the statute of limitations. In other words, we’re not talking about legal risks any more. This is about the seismic risk of a brand tainted by misconduct.

A new normal for compliance

The arrival of the Weinstein clause may seem inconsequential, but it signals recognition that harassment qualifies as a massive liability. And massive liabilities command attention and resources before a merger is even in the cards.

In a business environment where initial public offerings are few and far between, a merger may be the best way for early investors to profit. Investors and venture capitalists will now care a lot more about how companies handle their harassment complaints, because it affects their ability to cash out. These players will then put pressure on startups and other fast-growing companies to clean up their acts.

The ConversationThat’s the best performance I’ve seen from boilerplate in a long time.

Elizabeth C. Tippett, Associate Professor, School of Law, University of Oregon

This article was originally published on The Conversation. Read the original article.

THE CONVERSATION
THE CONVERSATIONhttps://theconversation.com/us
THE CONVERSATION US launched as a pilot project in October 2014. It is an independent source of news and views from the academic and research community, delivered direct to the public. Our team of professional editors work with university and research institute experts to unlock their knowledge for use by the wider public. We aim to help rebuild trust in journalism. All authors and editors sign up to our Editorial Charter. All contributors must abide by our Community Standards policy. We only allow authors to write on a subject on which they have proven expertise, which they must disclose alongside their article. Authors’ funding and potential conflicts of interest must also be disclosed. Failure to do so carries a risk of being banned from contributing to the site. The Conversation started in Melbourne Victoria and the innovative technology platform and development team is based in the university and research precinct of Carlton. Our newsroom is based in Boston but our team is part of a global newsroom able to share content across sites and around the world. The Conversation US is a non-profit educational entity.​

DO YOU HAVE THE "WRITE" STUFF? If you’re ready to share your wisdom of experience, we’re ready to share it with our massive global audience – by giving you the opportunity to become a published Contributor on our award-winning Site with (your own byline). And who knows? – it may be your first step in discovering your “hidden Hemmingway”. LEARN MORE HERE


RECIPIENT OF THE 2024 "MOST COMPREHENSIVE LIFE & CULTURE MULTIMEDIA DIGEST" AWARD

WE ARE NOW FEATURED ON

EXPLORE 360° NATION

ENJOY OUR FREE EVENTS

OUR COMMUNITIES