Comments on: Drafting Errors in the Bear Stearns Merger Agreement? What a Shock!

By: Mergers & Acquisitions « Kandeski Creative

Mergers & Acquisitions « Kandeski Creative — Sun, 06 Apr 2008 05:41:46 +0000

[...] profitable law firm, Wachtell, Lipton, Rosen & Katz which drafted this agreement, also makes mistakes. It’s also not too hard to imagine how difficult would it be for those M&A practitioners [...]

By: S.

S. — Wed, 26 Mar 2008 17:45:31 +0000

Irony: an article about drafting errors that contains a drafting error.

Am I the only one who sees a problem with the below sentence?

“That provision could have [sic] could allow Bear’s shareholders to seek a higher bid while still forcing JPMorgan to honor its guarantee, these people said.”

Shouldn’t it say, “could have allowed”?

By: Sam Maryland

Sam Maryland — Mon, 24 Mar 2008 21:14:30 +0000

The funny thing is on the conference call Sunday night JPM mgmt were repeatedly questioned about the “guarantee” of trades and it was perfectly clear that they:

(a) knew they were guaranteeing the trades.

(b) knew that it was possible they’d never get the vote and the deal would break in a year.

This is not a matter of anything “inadvertent”, this is a matter of JPM changing their mind and going back on what they agreed in writing to do.

What a joke.

By: Ken Adams

Ken Adams — Mon, 24 Mar 2008 16:45:39 +0000

China Law Blog: I’m acutely aware of the pressures that M&A practitioners are under. That’s all the more reason to make sure your contracts are free of the clutter and dysfunction on display in the Bear Stearns merger agreement. That agreement is a chore to read, so I can only image what it was like to work with.

Do I know that murky contract language contributed to the apparent “mistakes”? No, but it may well have. If you want to reduce the odds of a mistake, make your contracts clearer.

And when it comes to the quality of contract language, I don’t see any need to pussyfoot around. If the contract language of the Bear Stearns merger agreement is suboptimal, it’s not because of any time pressures. Instead, it’s because the language of the contract models used to put it together was also suboptimal.

Ken

By: Set in Style — Blog Archive » The Risks of Sounding All-Too-Dignified

Set in Style — Blog Archive » The Risks of Sounding All-Too-Dignified — Mon, 24 Mar 2008 16:27:27 +0000

[...] to Kenneth Adams of Adams Drafting, the error isn’t a big surprise: . . . dysfunctional prose in M&A contracts greatly increases the likelihood of a mistake [...]

By: China Law Blog

China Law Blog — Mon, 24 Mar 2008 16:21:15 +0000

Whoa, whoa, whoa. Let he who can write a great M&A contract over a weekend throw the first stone.