I just added the following to the manuscript of my forthcoming booklet “The Structure of M&A Contracts,” in the preface:
But change is hampered by inertia. Deviating from standard language, no matter how defective, might spark debate, and debate creates delay and increases transaction costs. But inertia by itself isn’t a valid reason to reject change—if it were, the precedent-driven nature of the transactional world would ensure that contract language remains fossilized. Instead, you have to weigh the time and money you might save through don’t-rock-the-boat expediency against the increased efficiency and reduced risk offered by rigorous contract language; it shouldn’t take much for the latter to outweigh the former. This booklet aims to help you see what’s on each side of the equation.
It’s hardly a profound concept, but I don’t recall having previously articulated it clearly.
