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 … Read More
Via this post on Profit and Laws, I learned about LegalSifter. LegalSifter’s website offers very little information. More informative is this piece on TechCrunch: Using natural language processing, the service scans your documents (in Word format only, for now) and assigns them a score based on how favorable the terms are for the user. It also provides users with an … Read More
I’ve previously considered reasonableness and good faith. (See MSCD 13.557 and this 2011 post.) Now it’s time to think about fairness. Just to set the scene, here’s how Black’s Law Dictionary (9th ed. 2009) defines fair: fair, adj. (bef. 12c) 1. Impartial; just; equitable; disinterested <everyone thought that Judge Jones was fair>. 2. Free of bias or prejudice <in jury … Read More
This post explains how to edit a cross-reference to a contract article so that the a in article is lowercase. Chris Lemens, this one’s for you! (When it comes to layout and related issues, Chris is Javert to my Jean Valjean.) Like any sane person, I use Word’s cross-reference function for the cross-references in contracts that I draft. Life’s too … Read More
I noticed this post last week on ContractsProf Blog. It’s about an online contract-drafting exercise developed by Zev Eigen of Northwestern Law School. It appears that the software pairs students who then negotiate and draft contracts for an employment relationship, based on a term sheet they’re provided. ContractsProf Blog offers little detail, and Professor Eigen prefers it that way. Here’s the … Read More
The showcase NDA template (here) uses the enumeration scheme recommended in my book A Manual of Style for Contract Drafting. But another feature of the showcase template is how I went about applying the MSCD enumeration scheme. I used the Numbering Assistant, an enumeration tool developed by PayneGroup. In two respects, that has implications for how you work with a … Read More
This week I received the following message from lawyer Tim Gilmore: I’ve been following you several years. You’re on the right track. But I’m frustrated. Ten years ago I was happier, in denial, comfortable with the conventional wisdom that legalese is court-tested and plain language is dangerous. Then largely thanks to you and a few others, I opened Pandora’s Box. Now I’m stuck … Read More
My wife Joanne recently became executive director of the Belmont Child Care Association. BCCA operates a preschool program for children of workers in New York’s thoroughbred racing industry. It’s a great organization that gets a lot of backing from the industry. I expect that with Joanne at the helm, BCCA has great things in store. On August 20, BCCA will hold its annual “Racing … Read More
I periodically do my best to dump cold water on the notion that one can crowdsource quality contract language. I did so in this 2010 post, in this 2011 post, and in this post and this post in 2013. I now permit myself to do so again after reading this post on Open Law Lab, maintained by Margaret Hagan. It’s entitled “Githubbing Law: Open-Source Legal … Read More
You know 10b-5 representations, right? (Because 10b-5 representation is a term of art, I’ll let slide use of the word representation.) Here’s one from an underwriting agreement, with the relevant language highlighted: The audiovisual presentation made available to the public by the Company at [URL] is a “bona fide electronic roadshow” for purposes of Rule 433(d)(8)(ii) of the 1933 Act, … Read More
