Excuse me for interrupting the nonstop fixation on AI, but I feel compelled to report another front in the efforts wars. It took me 20+ years to get around to it, but on a whim I searched on EDGAR for obligations to use material efforts. They don’t occur much, but it’s a thing. Here are five examples: I’m particularly fond … Read More
Are you familiar with Eugene Healy? He’s a “brand strategy consultant.” His short videos on trends in branding somehow manage to be relevant to contracts. Although I’m sure most of his readers are found elsewhere, he deigns to post on LinkedIn. This post is about how “It’s time to stop blaming AI for slop. It’s everywhere in modern life.” That’s … Read More
This week, I gave a presentation to the European Legal English Teachers’ Association (EULETA). Here is what was my last slide (well, apart from the slide with the discount code for MSCD): I stand by it, but with one important edit: I’d delete the word “only” in the second bullet-point. This presentation came on the heels of two important articles … Read More
Yesterday, Business Law Today, the publication of the ABA Business Law Section, published my article Fixing the Problem That Is “Agreement and Plan of Merger”. I recognized years ago that agreement and plan of merger was … problematic, but it was only while writing my recent critique of the Norfolk Southern merger agreement (go here for the related article in … Read More
My first post on this blog was 20 years ago today. I think that’s worth noting, but I’m not going to get sentimental about it. For two reasons. First, this blog is in the flood-plain phase of its journey. My subject—how to say clearly and concisely whatever you want to say in a contract—is finite. I’ve had less to say … Read More
Let’s revisit my Corporate Counsel Now article that was published a couple of weeks ago, Merger Agreements Are Poorly Drafted. Perhaps the most concentrated dose of dysfunction revealed in my analysis of the Norfolk Southern merger agreement is to be found in the “Structure” section. My comments in that section are limited to the bringdown condition. That part of a … Read More
Check out use of is conditioned upon in this example plucked fresh from EDGAR (emphasis added): Each Delta Stockholder hereby acknowledges and agrees that the consummation of the transactions contemplated by the Merger Agreement and the Wildlife Merger Agreement is conditioned upon, and predicated on, such Delta Stockholder making any filings required pursuant to the HSR Act in connection with … Read More
You might have seen that this week, the ACC’s Corporate Counsel Now published my article Merger Agreements Are Poorly Drafted. I have some further thoughts. (In offering them, I assume you’ve read my article.) What Is What explains the shortcomings in the Norforlk Southern merger agreement? I see two possibilities. One is that the law firm in question is unaware … Read More
If you’re looking for a contracts technology that’s at the opposite end of the enthusiasm spectrum from AI, I nominate contract automation, also known as document assembly. But it offers the only way for us to escape copy-and-paste heck. In this post, I explain why and how. The Challenges Contract automation allows you to create a contract by completing an … Read More
I say elsewhere (in this blog post) that the core constituency for A Manual of Style for Contract Drafting is individuals. Here’s how I’ve been reminded of that recently. (Indulge me!) In a LinkedIn comment a couple of weeks ago that I’ve since lost in the flood, someone referred to how they prompt their favorite chatbot with “You’re Ken Adams, … Read More
