Reports of Automated M&A Contract Creation Have Been Greatly Exaggerated

Over the weekend @bickmark sent the following tweet my way: Here's my transcription of the relevant bit of that Marketplace radio segment: This post is on Contract-Automation Clearinghouse. To see the rest, go here. Contract-Automation Clearinghouse is where I now put my posts on contract automation and related topics. … [Read more...]

Second Edition of “The Structure of M&A Contracts” Being Considered

Remember my ebook The Structure of M&A Contracts? Me neither, almost. It has been available only on the Thomson Reuters ProView app. Because of various problems—for one thing, it hasn't be easy to purchase—the book has been largely invisible. That's a pity, as I think, with whatever objectivity I can muster, that it's the clearest, most rigorous, and most innovative treatment of its … [Read more...]

This Statement of Fact Is in Every M&A Contract, But You Won’t Have a Remedy If It’s Inaccurate

I recently received the following from a reader (I redacted information identifying a law firm): I practiced at big firms for a few years, but after being an in-house counsel at small companies for a decade or so, and being in business, I’ve started my own practice focusing on startups and small companies. I appreciate MCSD and your blog. I don’t do a lot of M&A work these days, but I … [Read more...]

“Lock-Up Creep” as an Example of Needless Complexity in M&A Drafting

I noted with interest the article Lock-Up Creep. It's by Steven M. Davidoff, the least of whose accomplishments is the fact that he's my webcast co-presenter, and Christina M. Sautter, of LSU Law Center. The article is in the most recent issue of the Journal of Corporation Law, but currently the best online source for it is SSRN (here). What are lock-ups? From the article: Lock-ups are … [Read more...]

It’s Time for a New M&A Trade Group

No one has commented publicly on my post about suboptimal drafting in the contract for Jeff Bezos's acquisition of the Washington Post (here). That comes as no surprise: I've learned that M&A practitioners are reluctant to stick their neck out. But I did receive one comment privately: Digital delivery of movies to theaters is way more efficient and cost effective than film delivery. Yet it … [Read more...]

“Dear Mr. Bezos”: An Open Letter to Jeff Bezos About Suboptimal Drafting in the Washington Post Contract

Dear Mr. Bezos: I noted with interest the contract providing for your acquisition of the Washington Post. (Go here for a PDF copy.) Whereas others have considered the substantive implications, I limited myself, as usual, to the drafting. I skimmed the contract and wasn't surprised to conclude that it leaves something to be desired. Why am I telling you this? Because of the intriguing … [Read more...]

Double Materiality Is a Figment of Practitioner Imagination: Quod Erat Demonstrandum

Those who don't do M&A may leave the room. In MSCD and in my ebook The Structure of M&A Contracts, I explain that double materiality is a figment of practitioner imagination, one that has left no trace in the caselaw. But at one of my "Structure of M&A Contracts" seminars the other day, I realized that I have to do a better job of showing that. Here's my initial attempt. Below … [Read more...]

Once More, With Feeling: Relaunching My Ebook “The Structure of M&A Contracts”

A little over a year ago I announced publication of my book The Structure of M&A Contracts. Since then, limbo: First, the book was available as a PDF, but only by calling West. Then, it became available exclusively on Thomson Reuters's new ProView ebook platform, but without volume discounts and with limited marketing support. But now, the stars are in alignment, so I'm taking this opportunity … [Read more...]