Confidential Settlement Agreement review
Confidential settlement agreement with NLRB *McLaren Macomb*, SEC Rule 21F-17 carve-out, and IRC § 162(q) compliance.
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What it checks
California § 1542 waiver (if applicable)
California releases of unknown claims require a specific § 1542 waiver with the statutory text.
Warning · SET-003
No admission of liability
Release should state that settlement is not an admission of liability or wrongdoing.
Warning · SET-004
Settlement consideration stated
Settlement agreement must state the consideration (payment amount, performance).
Critical · SET-006
Overbroad confidentiality / non-disparagement (NLRB scrutiny)
NLRB McLaren Macomb held that offering severance agreements with broad confidentiality or non-disparagement terms to non-supervisory employees violates NLRA § 8(a)(1).
Warning · SET-007
Whistleblower / agency-communication carve-out
Confidential settlements must preserve the parties' right to communicate with regulators (SEC Rule 21F-17, EEOC, NLRB, DOL).
Critical · SET-008
Tax allocation / IRS Form 1099 / W-2 treatment
Settlement of employment / personal-injury / contract claims should allocate payment among taxable categories.
Warning · SET-009
Section 162(q) — Harvey Weinstein tax limitation (sexual harassment claims)
IRC § 162(q) disallows deduction of settlements subject to nondisclosure for sexual harassment / abuse.
Warning · SET-010
Every run also applies 120 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.
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