“Stockholder” or “Shareholder”?

Sometimes the distinctions that contract drafters are most vehement about are those that happen to be spurious. Consider, for example, the pointless debate over whether to use between or among in the introductory clause. (See MSCD ¶ 2.21.) It’s similarly unnecessary to make a fetish of using stockholder rather than shareholder—in contracts and elsewhere—when the corporation in question was formed under Delaware law.

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“Time is of the Essence”

I’m fond of invoking two overarching rules of drafting—“be consistent” and “use standard English.” I periodically mull adding a third. Possible candidates come and go, but a current favorite is “say what you mean.” In other words, don’t use stock phrases in the hope that a court will construe them in the way you intended. Instead, address issues head-on. A … Read More


Welcome to my new blog. And more generally, welcome to my new web site. They mark the beginning of a new adventure: Over the past several years, I’ve been devoting an increasing proportion of my time and energy to all things contract drafting. Now I’ve taken the final step and turned this engrossing sideline into my livelihood. As for the … Read More