Contract Drafting Lessons Learned in Litigation
Recorded On: 10/07/2024
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When deals go sour, it is often the "simple" boilerplate provisions that matter most in litigation. From indemnity and damages limitation provisions to force majeure and dispute resolution provisions, this panel will examine the types of contract provisions most often at the center of disputes. Analyze recent case law examples and discuss lessons learned from the disputes involving these provisions empowering in-house counsel to become better business advisors for their organizations.
Presented in cooperation with Shook, Hardy & Bacon LLP
Key:







Laura Vega
Associate General Counsel & Senior Director, Head of Legal Affairs
Terumo Neuro
Lead Legal Affairs Team of senior attorneys, legal managers, and legal operations professionals. Lead M&A Transactions. Oversee legal operations, transactional matters, and strategic initiatives. Manage litigation and regulatory matters. Provide counseling across the organization on all matters including wage and hour, worker’s compensation, accommodations, and general employment matters. Hire and manage outside counsel including RFPs and budgeting. Led and implemented launch of contract management system within first six months including streamlining of contract intake, review, and approval workflows. Cross-functional strategic business partner across Sales, Procurement, Clinical, Risk Management, Compliance, Quality and Regulatory Teams. Lead quarterly training on emerging areas of the law for legal department as well as business units. Lead team on strategic initiatives including outsourcing of company-wide distribution. Formed and lead critical steering groups to develop best practices in the areas of AI, Cyber Security and Privacy. Curate and lead professional development training. DEI executive leader and strategic advisor. Founding Board member to the Women in Business Affinity Group. Selected for MV One Leadership Initiative. Formed strategic partnerships with local law schools to launch first ever legal externship program. Strong focus on team culture and climate and driving enterprise leadership.

Alexis MacDowall
Vice President & Deputy General Counsel Global Litigation, Labor & Employment, Enterprise Risk Management
Clarios, LLC
I am a life long learner with a passion to problem solve and identify opportunities, even when facing times of challenges. I have leveraged my experience as a seasoned litigator successfully resolving bet the company exposure. From major recalls to R&D milestone contract dispute, to DOJ investigations and other major government actions. In all of these disputes, relationships matter and does credibility of the client. Never letting a good crisis go to waste, the importance of carrying through on lesson learned has always been an important element of business evolution.
I have found that expertise in all of these areas of risk/opportunity have naturally lead me to my additional role of Chief Risk/Resilience Officer. The tremendous value in focus on risk management naturally required collaboration and partnership with executive leadership in successfully planning to achieve our strategic goals and objectives. This is an area of tremendous opportunity and maturity in growing an organization to have a culture-deep proactive resilient mindset that I am excited to be a part of everyday.

Thomas Sullivan
Partner
Shook, Hardy & Bacon LLP
Tom is the managing partner of Shook’s Boston office. His litigation practice focuses on high-profile, complex commercial litigation and tort litigation, including class actions, multi-district litigation, and other aggregate litigation throughout the United States. He has extensive experience in complex civil litigation across a variety of industries, practice areas, and geographies, and he has particularly deep experience defending class actions, commercial disputes in the life sciences and health care industries, and in toxic and mass tort litigation. He has represented companies in matters involving complex financial issues, construction and building materials, automobiles, pharmaceuticals, third-party payors, ERISA, RICO, supply and distribution issues, food and beverage labeling, and various consumer products and contracts. Many of these matters have been litigated against the backdrop of criminal and/or regulatory enforcement efforts. Tom has played a lead role at trials in state and federal court in which he has examined fact and expert witnesses, and he has argued appeals. He also has extensive arbitration experience. Tom also maintains an active pro bono practice committed to litigating issues of systemic justice.
Tom has briefed and argued an array of class action issues in cases involving everything from allegedly misleading product labels to claims under ERISA and RICO. He has successfully argued for dismissals of several putative class actions and convinced courts on multiple occasions to strike class allegations from a complaint killing off the threat of class-wide damages. He has developed briefing strategies regarding Rule 23 issues, standing, jurisdictional issues, and preemption that have ended or mitigated the risk of litigation.
Tom’s commercial practice is wide-ranging with a focus on life sciences and health care. He has worked with clients operating throughout the health care supply chain, including matters involving manufacturers (pharmaceutical, medical device, food and beverage and agribusiness), pharmacies, PBMs, GPOs, and health insurers on matters ranging from product liability cases to class actions and False Claims Act litigation. His commercial litigation experience also includes disputes regarding collaboration and development agreements, supply and marketing agreements, real estate transactions and indemnity, earn-out and other post-acquisition disputes. He has also assisted several clients with drafting critical provisions of these agreements. Tom was recognized as an LMG Life Sciences “All-Star” in 2017 and 2018.
Tom has also been national coordinating counsel in significant toxic tort, mass tort and other complex litigations, many of which have involved parallel government and/or regulatory investigations and enforcement. These matters have involved construction products, pharmaceuticals, devices, industrial chemicals, and agricultural products, among others. He has had lead responsibility for developing company conduct defenses, crafting legal issues and motion strategy, and plaintiff work-up. Tom has collaborated with clients to develop strategies for early resolution of matters through both motion practice and focused settlement efforts, and has experience with selective settlement/litigation strategies. He has successfully coordinated large matters, working with co-defendants in and outside of joint defense relationships. Tom regularly provides strategic counseling and risk management advice to clients regarding product-related risks, deal-related due diligence, and is experienced in different stages of corporate crisis management.
Tom is a recognized thought leader in the area of complex litigation, presenting frequently on class actions and federal jurisdictional issues.
Before joining Shook, Tom was a partner for about a decade at a large international law firm in Philadelphia. Today he divides his time between Boston and Philadelphia.