The Endless Inefficiency of M&A Drafting

You might find of interest The Inefficient Evolution of Merger Agreements, a law-review article by two law-school professors, Robert Anderson and Jeffrey Manns. (You can get a PDF copy here.) The authors did something that is still relatively novel when it comes to study of contract drafting—they engaged in empirical research. Specifically, they used computer textual analysis to analyze 12,000 public-company merger agreements … Read More

Defining “Knowledge” to Include What Someone Should Have Known

Starting at 13.364, MSCD considers the elements that go into a definition of the defined term Knowledge. One element that discussion doesn’t include is the possibility of Knowledge being defined to include information that the person in question should have known. That’s knows as “constructive knowledge,” and it features in the following definitions exhumed from the potter’s field EDGAR. “Knowledge” … Read More

A Print Edition of “The Structure of M&A Contracts”? Praise Be!

You remember my book The Structure of M&A Contracts? Yeah, that one. It was published in 2011, ebook only, using Thomson Reuters’s Proview platform. But for reasons that I never quite understood and would rather not dwell on, buying it was a nightmare. Every month or two I would receive an email from someone who had tried to buy it … Read More

The Latest on My Book “The Structure of M&A Contracts”

Remember my M&A book? You know, The Structure of M&A Contracts? Yeah, it slips my mind too. Because it’s available only in a proprietary ebook format, and because buying it can be a hassle, it sometimes feels as if it was never published. But it turns out that people are in fact buying it, and reading it. Recently I heard from some … Read More

Buying Assets? Want Claims Too? Make It Explicit

I noted with interest this post on ContractsProf Blog by @StaceyLantagne. It’s about one of the lawsuits prompted by the ruling that Apple had engaged in anticompetitive price-fixing in ebooks. The opinion is DNAML Pty, Ltd. v. Apple Inc., No. 13CV6516 (DLC), 2015 WL 9077075 (S.D.N.Y. Dec. 16, 2015) (PDF here). In it, the court held that the plaintiff lacked the standing to … Read More

Reports of Automated M&A Contract Creation Have Been Greatly Exaggerated

Over the weekend @bickmark sent the following tweet my way: .@KonciseD Does the quote regarding questionnaire-based automation ring true? Has BigLaw automated the M&A agreement? http://t.co/Ok1R2ZZMhO — bickmark (@bickmark) December 28, 2014 Here’s my transcription of the relevant bit of that Marketplace radio segment: This post is on Contract-Automation Clearinghouse. To see the rest, go here. Contract-Automation Clearinghouse is where I … Read More

Second Edition of “The Structure of M&A Contracts” Being Considered

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