[Updated 7:30 a.m. EDT, July 6, 2011: I added the proposed contract language at the end.] I’ve come to value Venkat Balasubramani’s posts on Eric Goldman’s Technology & Marketing Law Blog. They’re a useful source of leads regarding novel contract-drafting issues. A case in point: this post by Venkat regarding the recent opinion of the Indiana Court of Appeals in Enhanced … Read More
Today it was announced that Thomson Reuters has acquired the Australian online document company Cleardocs. (Go here for the ABA Journal’s brief article about the deal.) Using some form of document assembly, Cleardocs allows users to create, among other things, company documents, employment agreements, and trust documents. After noting that there should be a moratorium on document companies with “docs” … Read More
The current issue of the ABA Journal contains this article on practice support lawyers. It cites my views on PSLs and quotes this blog post. If you’ve read my blog post and the blog post by Ian Nelson that it refers to, this article won’t tell you anything particularly new, but I thought it worth noting.
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
