But in the enforced idleness of a marathon weather-disrupted trip home, I summoned the following thoughts regarding the ACC annual meeting, presented as tweets that might have been:

• On the way to #ACCAM10. Traveller’s tip: For unencumbered travel, don’t bring w/ U 80 lbs of books to give away.
• Atlanta weather delays. Best way to appreciate size of Atlanta airport is to sprint from one end of C concourse to far end of D concourse.
• Have arrived at San Antonio Marriott Riverwalk. Happy to let bell hop manhandle books.
• Say hi to guys at Business Integrity booth. Enjoy pretending to be ContractExpress salesman; look forward to having Koncision booth someday.
• At hotel. Spend 30 secs admiring view so feel getting $$$ worth. Note uncanny resemblance to every Marriott room ever been in.
• Back at BI booth. Shawn Cheadle & Flo Pinigis (on my panel) drop by. Press copy MSCD on them whether they want it or not.
• Immune to charms of booth giveaways.
• Not inclined to mix business travel w/ sightseeing. But ashamed no plans to see Alamo.
• Quiet Mon. night & Tues. morning reviewing notes for panel.
• Room for contract-drafting panel size of airplane hangar. Surely some mistake! Maybe 400 people.
• Panel gathers; finally meet fourth member, Chris Koa.
• Mikes too low, so have to hunch, and need to talk right into them, so look like about to impart state secrets.
• Get thru session unscathed; end by saying have copies of MSCD to unload to true lovers of contract language.
• Scrum of people waiting at BI booth; 30 books gone in two minutes.
• Fun part of #ACCAM10 meeting is seeing contacts not met face2face, inc. David Cohen, Jeff Wheeler, Jim Brashear, and—gasp!—Jeff Carr.
• Started evening semi-crashing 1 party, then on to 2 others. Only disappointment = quality of margaritas downhill over course of evening.
• Nice having people introduce themselves, say how they enjoyed session, find MSCD useful.
• After final chat w/ Tim Allen of Business Integrity head off to airport much lighter than on arrival.
• More Atlanta weather delays! The usual chaos. Make it to Atlanta, then stuck.
• Down in tube station at midnite. Lost in supermarket. Need song about airport wee-hours anomie.
• Face-on-tray-table hardly = beauty sleep. Home after 23 hours.

I’ll be arriving in San Antonio on Monday afternoon. Aside from my panel duties, I’ll be attending some other sessions, roaming the halls, and hanging at booth 306 with Business Integrity, my technology partners in Koncision Contract Automation.

I’ll also be engaging in some guerilla marketing. I’m taking with me a bunch of copies of A Manual of Style for Contract Drafting, and sporadically on Monday and Tuesday I’ll be sending out Twitter updates saying that if you’re one of the first X people to find me at a given location and utter the specified magic words, I’ll thrust in your hands a free copy of MSCD.

But to receive those Twitter updates, you’ll have to follow my new Twitter username, @KonciseD. It has a lame hip-hop vibe that I’m sure will make my teenage daughter gag. It’s derived from the name of my soon-to-be blog, The Koncise Drafter. I’m switching my online identity from AdamsDrafting to Koncision, and this is the first step. I’ll be mothballing @AdamsDrafting, and I’ll be a bit more active on Twitter going forward.

So if you want to be in the running to get a free copy of MSCD, or if you want to continue to receive my Twitter updates, follow me by going to http://twitter.com/KonciseD and clicking on the “Follow” button.

That call will act as a teaser for my participation in a panel discussion at this year’s ACC annual meeting, which is being held in San Antonio, Texas, on October 24–27. (Go here for more information on the annual meeting.) The session is entitled “Contract Drafting to Avoid Disputes and Inefficiency,” and it will be held on Tuesday, October 26, at 2:30 p.m. On the panel with me will be—

Shawn Cheadle
General Counsel, Surveillance & Navigation Systems
Lockheed Martin Space Systems

Christopher Koa
Counsel
Dell Inc.

Florence Pinigis
Senior Attorney
Southern California Edison Co.

I’m expecting an action-packed meeting. I hope to see some of you there!

Here are the opening three paragraphs of the current manuscript of the booklet:

This booklet considers the function of the different categories of provisions in a mergers-and-acquisitions (or M&A) contract and the interplay between them.

These are topics worthy of study: A slight change of phrasing in one part of a contract can have dramatic and nonobvious implications in other parts. And issues relating to structure arise routinely in M&A negotiations.

Others have of course written about these topics, but four features of this booklet might serve to distinguish it from other treatments. First, its limited scope means that its analysis of structure isn’t buried in broader discussion. Second, it specifies what contract language you should use to accomplish a given aim and what contract language you should avoid; the recommended language complies with the guidelines contained in the author’s A Manual of Style for Contract Drafting. Third, it presents some of its analysis in the form of tables, with the aim of making that analysis clearer. And fourth, it doesn’t hesitate to depart from the conventional wisdom.

I’ve been noodling with this manuscript over the past three years, so it’s exciting that it will be seeing the light of day. It’s very different from my language stuff, but I’d like to think it’s just as innovative.

Here’s why I’m telling you about this now: I’m looking for a few readers to read through the manuscript (about 20,000 words plus seven charts) and give me their comments. If that’s something you’d like to do, send me an email telling me about yourself and describing your M&A credentials. But it would make sense to volunteer for this thrilling assignment only if you buy into my approach to contract language generally.

If you’re interested, by clicking here you can get on SSRN a copy of the Gelpern and Gulati article mentioned in the Lawyers Weekly piece.

• The left-hand column is wider, to take into account that people have been migrating to wider monitors.
• I added a new “Press” page (under “About” on the navigation bar) on which are listed items that mention me and what I do. They go back to the dawn of time—a 2001 New York Law Journal article about my first book.
• The “In-House Seminars” page now contains links to sample agendas for my Drafting Clearer Contracts seminar.
• On the “Ken Adams’s Articles” page I fixed a lot of dead links.
• On the “Contact” page I added links to my Twitter and LinkedIn profiles.
• The comments now use Intense Debate, which provides various login options, allows you to reply to comments if you wish, and allows you to be notified of any new comments or just replies to your comment.
• Each post contains at the bottom an addthis.com “Share” button. It allows you to, well, share any post more easily.
• I fixed, cleaned up, and renamed the “Email this Link” that’s at the bottom of each post. It provides another way for you to share what’s on this site.
• When you use the “Print this Post” link at the bottom of each post, any comments will also be printed out.
• And I updated and cleaned up the text throughout the site. (I was mortified when a reader recently pointed out some typos on the “Goals” page.)
• Note that we’re still fiddling with the “Video” page, and I may scrap it.

I hope these changes make more efficient and agreeable the time you spend on this site. I’d be pleased to hear what you think.

Fixing contract drafting involves fixing not only language but also process, and fixing the process means using document assembly. So I’ve long had a keen interest in document assembly. About three years ago I became acquainted with Business Integrity, and when I decided that it made sense for me to cast my lot with one document-assembly vendor, I chose BI. It was an easy enough decision: their software is, I believe, the market leader, and in my conversations with Tim Allen, BI’s VP for North America, it became clear that we shared similar views on where document assembly was heading. And it didn’t hurt that Tim and his colleagues are a congenial bunch to hang out with at a trade-show booth.

Last year Business Integrity sponsored my West LegalEdcenter seminars and webcasts and my Osgoode Professional Development seminars, and they’ve just renewed their sponsorship. But they’re more a partner than a sponsor. And my relationship with them entails zero compromise on my part in terms of what I say or write about.

But on to the business at hand. At LegalTech New York last week, Business Integrity launched ContractExpress.com. BI’s chief technology office, Andy Wishart, was kind enough to take the time to talk with me about it.

Ken: What’s ContractExpress.com?

Andy: ContractExpress.com is the world’s first premium document-assembly solution to be offered on a cloud platform, in other words on a “software as a service” basis. We built it on our proven DealBuilder technology, which is used by many of the world’s leading law firms and corporate legal departments.

Ken: Hasn’t document assembly been around for years?

Andy: Document-assembly applications, including our own “on premises” solution (with our software installed on an organization’s server), have been around for a long time, and they allow the organizations to design and deploy automated documents much more quickly and easily. But most lawyers have been slow to adopt document assembly, despite the game-changing nature of the technology. We attribute that to two factors. First, there’s the cost of installing the software. And second, creating useful document templates can be challenging—most lawyers aren’t interested in becoming XML programmers. ContractExpress.com solves both problems by offering a simple-to-use, cloud-based solution.

Ken: What do you mean by “cloud-based”?

Andy: “Cloud-based” solutions—they’re also identified by the slogan “software as a service,” or “SaaS,” reside on the Internet. (Hence the metaphor “the cloud.”) Little or no software needs to be installed and little or no infrastructure is required.

Any organization using ContractExpress.com would get the full benefit and functionality of our on-premises solution, but with no set-up costs, no need for new infrastructure, none of the cost and hassle of IT support, and no other capital expenditures. The only cost is a subscription fee of $195 per user per month—otherwise, the user is set.

We’re also offering a truly free 60-day trial. In the case of installed software, trials are typically impractical, as the set-up time and infrastructure involved make it so difficult to “undo” the application that it’s not worth even starting. But because ContractExpress.com resides on the Internet, the ramp-up time is negligible. Users can really take advantage of the trial period.

Ken: Users need no infrastructure at all?

Andy: Well, they need a browser and an Internet connection, of course. And Word 2007 is required to install ContractExpress Author, which enables users to create templates for ContractExpress.com.

Ken: Putting information in the cloud raises the question of security. How secure is information that users load on ContractExpress.com?

Andy: Users can rest assured that their information will be safe, as ContractExpress.com meets the most stringent security standards at data center, physical, system, operational, and application levels. Anyone who is interested in seeing more detailed information should ask us for our security summary.

Ken: So we’ve covered the issue of cost. What about the ease of use?

Andy: As with the installed version of our software, the process is questionnaire-based. Instead of editing a template or precedent contract, the user answers an intelligent questionnaire that captures the terms of the transaction. Questions are only asked if required, and are only asked once. With one click, the user can implement hundreds of instances of optional text throughout a document, instead of having to consider and manually input each of those changes in a Word document.

But using document-assembly tools to create documents has always been pretty easy. The real difficulty has been in designing the templates used to generate the documents, as that part of the process requires that lawyers invest time up-front in order to reap the downstream efficiencies. Where ContractExpress.com really excels is that it removes much of the complexity inherent in traditional document-assembly tools. Whereas other document-assembly systems require that users create templates in a complex proprietary or XML-based computer language, our template design tool provides for intuitive, plain-language mark-ups in Word.

Ken: Excuse me while I play the straight man here: From the law-firm perspective, what’s the value proposition? Is it really in a law firm’s best interest to spend less time drafting contracts?

Andy: That may have been an uncertain proposition a few years ago, but clients are now requiring law firms to be more efficient and offer more value, and they’ve also become more sophisticated about applying sourcing principles when purchasing legal services. As a result, law firms can no longer be complacent about being able to reap rewards from inefficiency. It seems clear that increasingly, the firms that will thrive in this environment are those that use tools like ContractExpress.com to become more efficient.

But in addition to allowing law firms to be more efficient, ContractExpress.com can help them be more profitable. Law departments are increasingly looking to have outside counsel work on a flat-fee basis. In a flat-fee world, using ContractExpress.com can improve your margins tremendously and allow you to achieve greater profits than you ever could from hourly billing.

Our slogan is, “It’s how your clients want you to practice.” But it’s likely ContractExpress.com is also how your law firm’s CFO wants you to practice.

Now it’s my turn to ask a question. You’re a keen observer of the document-assembly market. What impact do you see ContractExpress.com as having?

Ken: It’s clear that ContractExpress.com makes it much easier for law firms and law departments to get access to the efficiencies that ContractExpress offers. But in addition to the obstacles you’ve discussed—obstacles that ContractExpress.com largely demolishes—you also face industrial-strength inertia, with a side order of delusion. So change in contract drafting is happening a lot more slowly than any of us would like. But it is happening, and your launch of ContractExpress.com represents a significant step forward.

In closing, how can readers of this blog find out more about ConractExpress.com?

Andy: I’ve always believed the best way to learn is by doing. Readers can get a free, no-risk 60-day trial at www.ContractExpress.com.

Ken: Thank you, Andy.

Publishers and authors are notoriously cagey about sales information, so I can’t say much. But word from the Section of Business Law’s director of marketing is that MSCD remains a consistent bestseller, not only among Section of Business Law titles but among ABA books generally.

The only conceivable significance that might have for you is that the more copies of my book the ABA sells, the more likely it becomes that MSCD will acquire some heft as a means of settling questions as to contract usages. It’s been gratifying to have a couple of participants at recent seminars described to me how they were able to use the book for exactly that purpose.

I’ve seen close to home how the book has percolated throughout the legal profession. My wife Joanne is community relations manager for the New York Racing Association, and a couple of years ago she was in the office of a NYRA lawyer, chatting idly. She happened to mention that her husband is a desperately nerdy guy who writes about contract drafting, at which point the lawyer perked up and said, “He’s not that Ken Adams, is he?,” and pulled from his bookshelf a copy of the first edition of MSCD. If the book has made it to NYRA, I can only imagine the many other places it has come in handy.

It’s always gratifying to have one’s efforts recognized. And although I haven’t read all other 99 blogs, I visit a good number of them regularly and have heard good things of many of the rest. So it appears I’m in good company. It’s a little odd that they’ve put me in the “Business of Law” category, but WTF.

In terms of recognition, this caps a banner year—the “Legal Rebels” business, an article about me in The Lawyers Weekly, mentions in the Financial Times and the Wall Street Journal, chairing a panel at the ACC annual meeting …. But the more recognition you get, the less you need, so these days I’m not overly focused on getting my name out there. In particular, I’m not going to urge you to vote for this blog as the best in its category—that seems too arbitrary a notion to invest in. But if you’d like to vote, whether for me or anyone else, click here.

So what am I focused on? I’ll keep generating material for the next edition of MSCD, and I’ll keep doing public and in-house seminars, but now that I’ve established a suitable foundation, I’d like to get to actual drafting in a concerted way. Let’s see what 2010 brings.

Allow me to take the opportunity to wish you, dear reader, a festive holiday season. Blogging with readers is a lot more fun and productive than blogging without!