Announcements clauses

An announcements clause (sometimes called a “publicity clause”) regulates parties’ rights to make announcements or other public disclosures about their agreement and the transactions and arrangements contemplated by it. For example, this may be a press release to provide information to investors and customers of a more general nature, or more specifically, to announce the departure or retirement of an executive, or the settlement of a dispute.

Authored by Karen Lee, Principal, Legal Know-How.

Purpose of this boilerplate clause

An announcements clause (sometimes called a “publicity clause”) regulates parties’ rights to make announcements or other public disclosures about their agreement and the transactions and arrangements contemplated by it. For example, this may be a press release to provide information to investors and customers of a more general nature, or more specifically, to announce the departure or retirement of an executive, or the settlement of a dispute.

Such a clause will normally provide that the parties must not make announcements or other public disclosures unless:

• the other party or parties consent to it; or
• it is required by law, a court or other regulatory authority.

  The latter is a standard exception which is designed to ensure that the parties can comply with their legal, court-imposed and regulatory obligations.

It is useful to remember that announcements may be made (or may need to be made) during the lifetime the agreement and sometimes afterwards. Usually, the parties to an agreement (or transaction) will not wish to allow each other to freely release information to third parties, and there will be a clause in the agreement to prohibit the release of some (or all) information, and/or control the release of certain information (such as in terms of timing or method).