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In a phone call with a law-firm M&A partner today, I was reminded that sometimes M&A contracts reflect a deferred closing even though the parties actually do a simultanous signing and closing. If the signing and closing are simultaneous, the contract would usually contain deal provisions, representations, indemnification provisions (unless the target is public), and boilerplate, as well as any post-closing … Read More

A reader asked me what books I could recommend. More specifically, he asked as follows: Say I wanted one book that would give a good treatment of comparative foreign law (French, UK, Belgian, etc), with key discussion on contract remedies available, what would you go with? I haven’t yet had occasion to consult such a book. If you can recommend … Read More

A reader recently asked as follows: If someone is signing a contract on behalf of more than one party, and that person serves each party in the same capacity, would it be OK to use just one signature block, as in the following example? ACME HOLDINGS, LLC ACME ACQUISITIONS, LLC ACME INVESTMENTS, LLC By:     ______________________           Richard Roe           President … Read More

What happens if a contract says that someone is personally liable for an obligation, but that person signs the contract not in their individual capacity, but as an officer of a limited liability company? In this newsletter article, Doug Batey of Stoel Rives considers a recent Washington Court of Appeals opinion that addressed exactly that issue. Here, from Doug’s article, are … Read More

I recently received the following inquiry: I was wondering if you could clarify a point for me and my boss. It has been my understanding that when defining terms in an agreement, it is standard to use the word “together” when referring to two entities only, and to use the word “collectively” when referring to three or more entities. When I recently … Read More

Over the years I’ve written about materiality a number of times. The discussion in MSCD represents my most recent take, but I’m revisiting the subject for purposes of my forthcoming booklet on the structure of M&A contracts. While finalizing the booklet—a task that has taken me away from blogging—I’ve found myself considering an issue that I haven’t previously addressed head-on. Below is … Read More

I don’t exchange drafts with people on the other side of a transaction, so generally I don’t have to worry about metadata. But if unlike me you actually do deals, you should be attuned to the risks of metadata and how to stay out of trouble. So you might want to read a new article on the subject by law-technology … Read More

Under the auspices of my Canada partner Osgoode Professional Development, I’ve done public seminars not only in Toronto but also Vancouver, Calgary, and Ottawa. Next up is Halifax on September 22, with another in Toronto on November 3; for more information, click here. And the plan is to go to Montreal for the first time in early 2011. I suspect … Read More

I just received the following broadside from a reader: You choose to use your blog to tout your own book and for self-validation. I certainly hope you are not deceiving yourself that your purpose is to foster discussion or refine your own body of knowledge. That’s fine, each to his own, I just wonder why you have the comments turned … Read More

Recently I’ve been pondering whether I should put together an online multiple-choice test that would allow users to assess their command of MSCD-compliant contract language. It would be a simple enough matter to come up with fifty to 100 questions; each would offer an explanation that cites the relevant discussion in MSCD. Users would pay a modest fee to take the … Read More