Ken Adams

For Those Still Considering Whether to Attend My Geneva Seminars

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

More on Commoditizing M&A Drafting

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

Making an NDA Cover Past Disclosures

Steven Sholk, director at the Newark, New Jersey office of Gibbons and a longtime source of valuable leads, sent me the Eleventh Circuit’s recent opinion in News America Marketing In-Store, LLC v. Emmel (PDF copy here). It contains an interesting lesson for anyone who drafts confidentiality agreements. Emmel was an account director for News America. Starting in 2005, the relationship … Read More

“Not Unreasonable”

[Updated 2:40 p.m. June 15: Time for Adams to eat some crow. With respect to the first example, I agree with Paul Comeaux’s comment: the reference to “shall not be unreasonable” echoes the reasonableness standard of the requirement for consent, so it would probably be counterproductive to eliminate the double negative. Paul, thanks for setting me straight. I’m still comfortable … Read More

When Judges Reach for the Dictionary, Be Very Afraid

The New York Times has just published this depressing article by Adam Liptak on judges citing dictionaries. (To access it, you’ll need to comply with the NYT’s subscription plan.) For the reasons cited in the article, it’s generally a bad sign when a judge cites a dictionary. In particular, the notion of judges seeking to clarify the language of statutes … Read More

Using Paired Sets of Parentheses to Express Alternative Arrangements

If you need to express that two different arrangements apply in different circumstances, it may be that the most convenient way to express those different circumstances is by using paired sets of parentheses. Here’s an example, which I’ve included in a draft article: “Total Disability” means that due to sickness or accidental bodily injury, (1) the member is unable to perform … Read More

Stanford University v. Roche Molecular Systems, Inc. and Contract Language Assigning Rights

Last week there was plenty of discussion on the blogosphere about the U.S. Supreme Court’s decision in Stanford University v. Roche Molecular Systems, Inc. I’ll let you read others for the gory details (among many others, go here for Bill Carleton’s take and go here for IP Draughts’ take). All that interests me is the assignment language used in the … Read More

Uncharted Territory for “Drafting Clearer Contracts” Seminars: Morristown, NJ and Whitehorse, YT

This week and next, I’ll be heading to parts where I haven’t previously given my “Drafting Clearer Contracts” seminars. On Thursday, I’ll be in Morristown, New Jersey, for my first-every New Jersey seminar. For more information, go here. I acknowledge that it’s not a particularly exotic destination, but nerd that I am, my demands for novelty are easily satisfied. And … Read More