Over the years I’ve attended an assortment of legal conferences that feature continuing-legal-education (CLE) panel discussions. I find that I share a sentiment I’ve seen and heard expressed often enough: that despite the best intentions of the organizers and panelists, panel sessions can be dreary and not particularly helpful. Recently I posted on LinkedIn this item containing some general observations on what … Read More
It’s been years since I’ve been a member of the American Bar Association. On a sudden impulse, I rectified that over the weekend: One reason for my doing so is that the Section of Business Law is the publisher of A Manual of Style for Contract Drafting. And next year I expect to publish with them a shorter book entitled … Read More
What does the word excellence have to do with contract drafting? Bear with me. I’m not fond of the word excellence. It’s not a word you hear much in everyday English. Instead, we use adjectives (excellent, not to mention great, outstanding, and others) or adverbs (excellently, not to mention amazingly, splendidly, and others). But excellence is an abstract noun—you can’t see, hear, … Read More
[Trigger warning: navel contemplation follows.] This morning I noticed the following two combative tweets, courtesy of @section_sign: https://twitter.com/section_sign/status/905408538738126848 Regular readers will know that I regularly invoke the marketplace of ideas. Well, is the marketplace of ideas in fact horseshit? I have nothing to say about that Tower of Babel, the broader marketplace. The marketplace in which I ply my wares—the … Read More
What, you want to know more? Read this.
I feel it’s my civic duty to keep you posted of Glenn West’s latest offerings. There’s his post What Is the Deal with No-Oral-Modification/Waiver Clauses? And there’s his most recent post, Avoiding the Mindless Use of the Brainless MAC Clause. Here’s the gist of the latter: In negotiating carve-outs, bear in mind that not including a carve-out for a particular circumstance when … Read More
[Updated 4 August 2017, 9:45 a.m. EDT] Yikes! This is my second update to this post. (I inserted the first update below, in the original post.) In the past 24 hours I’ve considered this issue for the first time, proposed something new, then had readers drag me in another direction. I now happily bow to the logic of those who … Read More
Thanks to this post on The Employer Handbook, @Eric_B_Meyer‘s blog, I learned about a severance agreement that provided for $2,747,400 in severance pay instead of the $80,805.97 that the parties had previously agreed on. The error arose because the company’s HR person put in the contract the total amount of severance when they should have put in the amount per week. … Read More
ContractsProf Blog has this post by Brian N. Larson about a study by Stefania Passera and others that apparently shows that diagrams made a contract easier to understand. The study’s findings don’t come as a surprise. Plenty of contracts describe mechanisms with alternative outcomes, with those outcomes then prompting further outcomes. Tag-along and drag-along rights come to mind. Also preferred-stock antidilution … Read More
Here’s an email I received from a reader: I was interviewing for a new job 6 months ago and mentioned I am a big MSCD fan. The GC said “That is the most impressive thing you could have said.” Needless to say, I got the job. THANK YOU! I take two things from that. First, that MSCD is an established … Read More
