Yesterday, Business Law Today, the publication of the ABA Business Law Section, published my article Fixing the Problem That Is “Agreement and Plan of Merger”.
I recognized years ago that agreement and plan of merger was … problematic, but it was only while writing my recent critique of the Norfolk Southern merger agreement (go here for the related article in Corporate Counsel Now) that I got around to focusing on it. (That merger agreement used the title agreement and plan of merger.)
The article on agreement and plan of merger was relatively intricate to write, because it involved not only contract drafting but also legislative drafting. And it required more research than most, including some conversations with the Virginia State Corporation Commission.
I think my articles in Corporate Counsel Now and Business Law Today confirm that I’m the English-speaking world’s leading—or only—authority on the building blocks of contract language. But it’s not clear what that’s worth. Here’s the entirety of one of my posts on LinkedIn yesterday: “The current vibe: Expertise is for losers.” In other words, virtually all attention is focused on AI, so it’s all process, all the time. But that won’t get us anywhere, because AI is only capable of regurgitating dysfunction.
But we beat on, boats against the current.
