M&A Archives - Page 3 of 4 - Adams on Contract Drafting

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

29 December 2014 by Ken Adams

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

20 August 2014 by Ken Adams

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

This Statement of Fact Is in Every M&A Contract, But You Won’t Have a Remedy If It’s Inaccurate

18 May 202116 December 2013 by Ken Adams

I recently received the following from a reader (I redacted information identifying a law firm): I practiced at big firms for a few years, but after being an in-house counsel at small companies for a decade or so, and being in business, I’ve started my own practice focusing on startups and small companies. I appreciate MCSD and your blog. I … Read More

“Lock-Up Creep” as an Example of Needless Complexity in M&A Drafting

25 September 2013 by Ken Adams

I noted with interest the article Lock-Up Creep. It’s by Steven M. Davidoff, the least of whose accomplishments is the fact that he’s my webcast co-presenter, and Christina M. Sautter, of LSU Law Center. The article is in the most recent issue of the Journal of Corporation Law, but currently the best online source for it is SSRN (here). What are lock-ups? … Read More

It’s Time for a New M&A Trade Group

14 August 2013 by Ken Adams

No one has commented publicly on my post about suboptimal drafting in the contract for Jeff Bezos’s acquisition of the Washington Post (here). That comes as no surprise: I’ve learned that M&A practitioners are reluctant to stick their neck out. But I did receive one comment privately: Digital delivery of movies to theaters is way more efficient and cost effective … Read More

“Dear Mr. Bezos”: An Open Letter to Jeff Bezos About Suboptimal Drafting in the Washington Post Contract

15 November 201612 August 2013 by Ken Adams

Dear Mr. Bezos: I noted with interest the contract providing for your acquisition of the Washington Post. (Go here for a PDF copy.) Whereas others have considered the substantive implications, I limited myself, as usual, to the drafting. I skimmed the contract and wasn’t surprised to conclude that it leaves something to be desired. Why am I telling you this? Because … Read More

Double Materiality Is a Figment of Practitioner Imagination: Quod Erat Demonstrandum

17 July 2013 by Ken Adams

Those who don’t do M&A may leave the room. In MSCD and in my ebook The Structure of M&A Contracts, I explain that double materiality is a figment of practitioner imagination, one that has left no trace in the caselaw. But at one of my “Structure of M&A Contracts” seminars the other day, I realized that I have to do … Read More

Once More, With Feeling: Relaunching My Ebook “The Structure of M&A Contracts”

13 February 201430 April 2012 by Ken Adams

A little over a year ago I announced publication of my book The Structure of M&A Contracts. Since then, limbo: First, the book was available as a PDF, but only by calling West. Then, it became available exclusively on Thomson Reuters’s new ProView ebook platform, but without volume discounts and with limited marketing support. But now, the stars are in … Read More

“The Structure of M&A Contracts” Now Available As eBook

5 February 201610 February 2012 by Ken Adams

It’s taken a year, but my book The Structure of M&A Contracts is now available as an ebook. More specifically, it’s available on Thomson Reuters’s new ebook platform, ProView, by going here. The book is just over a hundred pages long and costs $39. For now, there are no volume discounts. Let me know what you think of ProView. By … Read More

Paper on Dispute-Management Provisions in M&A Contracts

5 February 201630 August 2011 by Ken Adams

Through M&A Law Prof, I learned of a paper by John Coates, a professor at Harvard Law School, entitled Managing Disputes Through Contract: Evidence from M&A. It considers dispute-management provisions in a sample of 120 randomly chosen M&A contracts from 2007 and 2008. Here’s the abstract: An important set of contract terms manages potential disputes. In a detailed, hand-coded sample … Read More

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