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My Forthcoming Article, “Bamboozled by a Comma: The Second Circuit’s Misdiagnosis of Ambiguity in American International Group, Inc. v. Bank of America Corp.”

28 October 20217 October 2013 by Ken Adams

I’ve written an article entitled “Bamboozled by a Comma: The Second Circuit’s Misdiagnosis of Ambiguity in American International Group, Inc. v. Bank of America Corp.” It analyzes an April 2013 opinion of the Second Circuit. The article will be published by The Scribes Journal of Legal Writing, but not until 2014. I can’t bear to wait that long, and I know … Read More

Two More Reviews of “A Manual of Style for Contract Drafting”

7 October 20137 October 2013 by Ken Adams

In case they’re of interest, two more reviews of MSCD have appeared: One by employment-law guy Daniel Schwartz, in this post on Connecticut Employment Law Blog. One by Luis Villa, deputy GC of the Wikimedia Foundation, in this post on his blog at tieguy.org. [Updated: As Chris notes in his comment, Luis’s review is particularly thoughtful and creative.] For other reviews, go here.

Google Searches Made by Visitors to This Site

7 October 20132 October 2013 by Ken Adams

For the first time, I had a look at the Google searches that led people to this site. Since the beginning of the year, there have been more than 47,000 of them, covering a multitude of topics. Many point unerringly at topics that happen to be favorites of mine, such as “if a deadline is at midnight is it 11:59 … Read More

You Cannot Be “Serious”!

2 October 2013 by Ken Adams

The severability provision offered in the article I mention in this post includes the following phrase: … provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the Party seeking such compensation. To which I say, “You cannot be ‘serious’!” The word serious falls into that category of vague words and phrases … Read More

A New Article on Severability Provisions

13 March 20142 October 2013 by Ken Adams

I noticed that Corporate Counsel has published another article by Eric Fishman, a partner at Pillsbury. (This time his co-author is one of his partners, Robert James.) It’s entitled Drafting a Better Severability Clause; go here for a copy. (Go here and here for my posts about two other articles by Mr. Fishman.) This most recent article provides basic but helpful … Read More

Stating a Term of Art in Two Languages

1 October 20131 October 2013 by Ken Adams

While roaming the SEC’s EDGAR system today I happened upon the following, in a form of indemnification agreement between a company and one of its directors: 3.4 Exclusions. Notwithstanding any other provision of this Agreement, the Company will not be obligated under this Agreement to provide indemnification in connection with the following: … (c) If a court of competent jurisdiction … Read More

My Guest Post on “Moral Turpitude” on the Connecticut Employment Law Blog

13 February 201430 September 2013 by Ken Adams

In case anyone is interested, Dan Schwartz has posted on the Connecticut Employment Law Blog my guest post on that old chestnut, the phrase moral turpitude. Go here to read it.

Are We Bored with “Force Majeure” Yet?

29 September 2013 by Ken Adams

In this post last month, I offered my revised “force majeure” language, then revised it further as it was brutalized by readers. *sobs* In case force majeure hasn’t outstayed its welcome among you all, I’d like to run an idea by you. The language in the previous post begins as follows: If a Force Majeure Event prevents a party from … Read More

“Lock-Up Creep” as an Example of Needless Complexity in M&A Drafting

25 September 2013 by Ken Adams

I noted with interest the article Lock-Up Creep. It’s by Steven M. Davidoff, the least of whose accomplishments is the fact that he’s my webcast co-presenter, and Christina M. Sautter, of LSU Law Center. The article is in the most recent issue of the Journal of Corporation Law, but currently the best online source for it is SSRN (here). What are lock-ups? … Read More

“Closing” and “The Closing”

19 June 201524 September 2013 by Ken Adams

[Updated September 26, 2013] Last week was a quiet one, at least in terms of my online activities, as I spent most of it in Florida, where I gave two “Drafting Clearer Contracts” seminars for a company. There was a give-and-take during the seminars. I particularly like it when someone at a seminar spots a nuance that I’ve had at … Read More

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