On Wall Street, it's known as “the Weinstein clause.”
Advisers are adding guarantees to certain merger agreements in light of the sexual misconduct scandals that have enveloped the producer Harvey Weinstein and other high-profile businessmen -- ones that legally vouch for the behavior of a company's leadership.
So. Would you draft it as a representation, warranty, or covenant? Would you make it a condition? How would you treat it for purposes of an indemnification provision? Would you subject it to a knowledge scrape?