When to Use an Integration Clause

In putting together a written contract, it is generally best to put all of the agreement terms into the contract and use an integration clause to prevent the application of any terms not in the contract. This puts the obligation on the parties to each make sure the written agreement actually lists everything important to them, and to accept that what is excluded will not apply. Such a process encourages communication and notice and supports the value of the agreement. […]

Read More

What is an Integration Clauses in a Contract ?

An integration clause is a provision of a contract which states that the parties intend for the written contract to be a final, complete, and exclusive statement of the agreement. Without such a provision, there is no assumption that the written contract is the complete or exclusive expression of the agreement.

In practice, when parties put together a sales contract they engage in discussions and negotiations regarding how the interaction will take place. What the parties discuss before putting the […]

Read More

SEC Rules Providing Safe Harbor for Private Placements: General Condition of Integration

Under the SEC rules that provide a safe harbor for certain private placements, if specific requirements are met, the offering is a private placement and exempt from registration requirements. The rules provide general conditions that must be met.

The first is integration. The rules provides that sales more than six months before the start of the exempt offering, and six months after the completion of the offering will not be counted as a part of the offering at issue. This generally […]

Read More

Integration Considerations and Number of Investors for a Private Placement

Another consideration as to whether the offering is public or private is whether the offering is part of larger offering being made, or to be made. This is called integration. In short, an issuer cannot skirt the securities laws by breaking up essentially the same offering into smaller parts done over time. Usually, unless a business is involved in making multiple offerings, the question of integration is unlikely to come up.

Of course, the more people the issuance is offered […]

Read More