Today the California legal periodical The Recorder published my article Whittling Away at Duty of Good Faith. Go here for the copy on The Recorder’s website. To access it you’ll need to be a subscriber; for a humble text-only PDF version, go here. Last year I submitted an amicus letter to the California Supreme Court in connection with this dispute. Since … Read More
The most recent post on Kingsley Martin’s Contract Analysis and Contract Standards blog is entitled “Garbage-in, Quality-out.” Here’s the conceptual underpinning: I believe there is much to be learned from all sources of information. If there are any gems in the collection, then there is the possibility that “good” material can be identified. Indeed, we are all exposed to an … Read More
The blogosphere has been full of stories about former Skype employees missing out on all or part of a payday when Skype’s acquisition by Microsoft closes. It’s a rather complex story that I won’t attempt to recount in full. (A good place to start your reading about it would be Sarah Lacy’s account on TechCrunch.) The angle that caught my … Read More
In this post on the Conglomerate blog, Joan Heminway, professor at the University of Tennessee College of Law, offers a brief—and positive—assessment of The Structure of M&A Contracts. She does so after noting a dearth of texts that could be used to teach basic M&A concepts, and she says that my book “may well serve as a component piece of … Read More
The word likely occurs frequently in contracts. Here are some examples that I selected at random from EDGAR: There is no Action pending or, to the Knowledge of the Company, threatened that could result in … nor, to the Knowledge of the Company, is there any event or set of circumstances which are reasonably likely to result therein. As used herein, … Read More
[Updated June 27, 2011: Prompted by Paul’s and Eric’s comments, I revised this post to make my point clearer.] I keep half an eye on the LinkedIn Contract & Commercial Management group, and today I noticed that someone had posted the following question: What is the best metrics or KPI (besides order volume or revenue) to measure the performance of … Read More
In Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH (go here for a PDF copy), the Delaware Court of Chancery held that it’s not clear whether for purposes of a no-assignment provision a reverse triangular merger constitutes an assignment “by operation of law.” (A reverse triangular merger is when Sub merges into Target.) I’m not going to go into any detail … Read More
I’m starting to prepare for my July seminars in Geneva [link no longer available]. If you’re still wondering whether you wish to attend, I offer the following propositions: Regarding My “Drafting Clearer Contracts” Seminar Traditional contract language is bloated and confusing, resulting in organizations wasting vast amounts of time and money and assuming unnecessary risk. It’s overwhelmingly likely that you … Read More
In this April 2011 blog post, I said that it would be a simple matter to commoditize the drafting of M&A contracts. Since then I’ve discussed this notion with a couple of friendly M&A practitioners, and here’s what’s on my mind: The Benefits of Commoditizing Both of my interlocutors think that I’d be unlikely to get any of the major … Read More
According to this account in the ABA Journal, a third-year law student at the University of La Verne who was suspended for using an online contract in her drafting class has lost an appeal in state court. As part of the student’s drafting class, she and two other students had been asked to prepare a coffee-supply contract on behalf of … Read More
