Adams on Contract Drafting

EDGAR and Me

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In mentioning in the immediately preceding post (here) the U.S. Securities and Exchange Commission’s EDGAR system, where public companies are required to file their “material” contracts, I remembered the following email I recently received from longtime reader Patrick Grant:

I get such a kick out of your descriptions of the EDGAR system I thought it would be fun to collect them in one place. Here is a non-exhaustive list:

  • “… the mud volcano that is the SEC’s EDGAR system”
  • “So I popped some penicillin and waded into EDGAR.”
  • “Here are some examples from the Great Pacific Garbage Patch that is EDGAR …”
  • “Here are some examples from the great coal-ash pond that is the SEC’s EDGAR system …”
  • “Of course I checked that great shell midden, the SEC’s EDGAR system.”
  • “So of course I turned to the EDGAR system, The place where contracts go to die.®”
  • “Below are eight instances of in accordance with that I culled at random from the great compost heap that is the SEC’s EDGAR system.”
  • “I fished from the Gowanus Canal EDGAR some specimens featuring voluntarily …”
  • “Good luck relying on anything you find in, say, the great flea market that is the U.S. Securities and Exchange Commission’s EDGAR system.”
  • “I searched that great manure lagoon, the SEC’s EDGAR system …”
  • “Check out the following, caught fresh in the EDGAR lagoon …”
  • “Consider the following examples from the great boneyard that is the SEC’s EDGAR system.”
  • “So this evening I turned to the grand flea market that is the SEC’s EDGAR system …”
  • “You might as well go dumpster diving on EDGAR.”
  • “Here are some examples drawn from that Lake Erie algae bloom of the contracts world, the SEC’s EDGAR system …”
  • “Here’s one example (it and the others are from that great boneyard, the SEC’s EDGAR system):”
  • “Consider the following definition of “Claim,” culled from the grand flea market that is EDGAR …”
  • “Put on the hazmat suits—here are some samples from EDGAR:”

By my count, you have twice called EDGAR a “boneyard” and three times a “flea market”.

Keep the laughs coming!

There’s a point behind the inanity: Yes, EDGAR is a vast trove of contracts, and it provides me with a great way to see what people put in their contracts. And some businesses are built around making EDGAR more accessible. But always remember that it’s a hellacious mess.