Archive for November, 2006



Thoughts on an ABA Model Agreement

Tuesday, November 28th, 2006

I recently noticed that MSCD is mentioned in a report on an ABA model agreement. More specifically, 61 Business Lawyer 1197, published in May 2006, contains a report on the model limited liability company membership interest redemption agreement prepared by the Limited Liability Company Subcommittee of the Committee on Partnerships and Unincorporated Business Organizations, Section [...]

New Writing Gig

Monday, November 27th, 2006

I’m pleased to report that starting early next year, I’ll be writing a bi-monthly column for the New York Law Journal, the daily legal newspaper. It will appear in “New York GC,” a new section aimed at in-house counsel. I’ll be posting the articles on my site. Between my blog, my occasional articles, and the [...]

“Plain Language” or “Standard English”?

Monday, November 27th, 2006

I’ve recently been pondering a distinction I make, one that I alluded to in my recent Geneva seminars: I don’t refer to “plain language” (or “plain English”). Instead, I use the phrase “standard English.” By advocating the term “standard English,” I don’t mean to get caught up in controversies regarding whether it suggests some sort [...]

Civil-Law Drafting Compared to Common-Law Drafting

Friday, November 24th, 2006

As I’m currently in Geneva, Switzerland, giving a series of seminars, I wanted to take the opportunity to post an item with a local flavor. To that end, I’d like to consider how contracts drafted in civil-law systems differ from contracts drafted by common-law lawyers. It isn’t a subject that I’ve studied at any great [...]

U.S. Public Seminars! Finally!

Sunday, November 19th, 2006

I’m delighted to announce that starting early next year, I’ll be giving public seminars in the U.S. with West Legalworks. I’ll be giving my core seminar, entitled “Contract Drafting—Language and Layout,” in New York City on February 7th and in Atlanta on March 7th. Click here to see the brochure; to register, go to this [...]

New Article on Pre-closing Knowledge of Inaccurate Representations

Thursday, November 16th, 2006

The November 6, 2006, issue of the National Law Journal contains my article on pre-closing knowledge of inaccurate representations. Go here for a copy. I apologize for the small print. I had given it the title “M&A Contracts: Addressing Pre-closing Knowledge of Inaccurate Representations,” but of course that wasn’t catchy enough for the editorial staff, [...]

Payne Consulting Group Incorporates MSCD Enumeration Schemes in the Numbering Assistant Software

Wednesday, November 15th, 2006

In a press release issued today, Payne Consulting Group announced that it has supplemented its Numbering Assistant® software to incorporate the enumeration schemes recommended in A Manual of Style for Contract Drafting. (Go here for a copy of the press release.) I’ve finally updated the “Software” page of this site to reflect this arrangement. In [...]

The Tyranny of Times New Roman

Monday, November 13th, 2006

In a recent post on one space versus two, I cited The Complete Manual of Typography, by James Felici. Since then, I’ve continued reading this book, and I found very interesting what it had to say about the typeface Times New Roman: The most popularly used text faces today are Monotype’s Times New Roman and [...]

Terminology Relating to Obligations

Thursday, November 9th, 2006

I’ve been working on my preferred wording for recurring components of M&A contracts, such as the conditions to closing. This task has forced me to decide what terminology I wish to use in connection with obligations. “Obligation” Versus “Covenant” Let’s start with the word obligation itself. Why not use covenant instead? Black’s Law Dictionary defines [...]

Words That Don’t Belong in a Contract

Friday, November 3rd, 2006

Earlier this week, during a marathon session of grading law-school assignments, my thoughts turned to words that, as a general matter, have no place in a contract. I have in mind humble words that are commonplace in narrative writing but strike a discordant note in contracts. Here are a few: Also; In Addition The relationship [...]