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

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

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

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

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

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

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

Shortcomings in the Drafting of the Google–Motorola Merger Agreement

As you probably know, Google and Motorola Mobility recently entered into a merger agreement providing for Google’s acquisition of Motorola. (Go here for a copy.) If you’re interested in the deal terms, there are plenty of other places you could look. Me, I’m interested in the drafting—more specifically, the language and structure of the merger agreement. So I’ve prepared an outline … Read More

Joan Heminway Reviews “The Structure of M&A Contracts”

In this post on the Conglomerate blog, Joan Heminway, professor at the University of Tennessee College of Law, offers a brief—and positive—assessment of The Structure of M&A Contracts. She does so after noting a dearth of texts that could be used to teach basic M&A concepts, and she says that my book “may well serve as a component piece of … Read More

Using a “Reference Point” in M&A Representations

I’m a big believer in the notion that until you name a phenomenon, you likely don’t understand it thoroughly. So I’ve given names to plenty of features of contract topography; I’ll be happy if half of them stick! In that spirit, my recently published book The Structure of M&A Contracts offers some new terminology. Now that the usual post-publishing dread … Read More