M&A

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

Commoditizing M&A Drafting: Does BigLaw Have the Stomach for It?

Much of the recent blogosphere discussion of stratification in the legal market has alluded to the “bet the farm” and “law factory” law-firm models. (Mad props to Ron Friedmann and Toby Brown for offering those terms in this post.) But the two models perhaps don’t represent as clear a dichotomy as you might think. For one thing, “bet the farm” suggests a … Read More