I recall that in my BigLaw days, I found it particularly challenging to draft antidilution provisions for convertible securities. (To get a sense of why that was the case, consult this article on the subject, co-authored by Michael Woronoff, a friend of the blog.) I fantasize that someday I’ll have the chance to draft antidilution provisions for a Koncision document-assembly … Read More
[Updated 16 August 2020] I saw in a discussion on the LinkedIn “Contract and Commercial Management” group a reference to “leaving the law bit to the lawyers.” That got me wondering what, when it comes to deciding the terms of a deal and expressing it in a contract, “the law bit” might consist of. By my reckoning, the law bit … Read More
Among other observations in this thoughtful comment, a reader suggested that some of my comments on the Google–Motorola merger agreement could be attributed to “stylistic matters.” He pointed out as an example my objecting to using Section, with a capital S, in cross-references. I responded as follows to that part of his comment: I’m not inclined to tag certain drafting … Read More
Here are the locations and dates for the “Drafting Clearer Contracts” seminars taking place in the first half of 2012: Vancouver, BC, February 23 Dallas, TX, March 6 (back at last!) Atlanta, GA, April 5 Chicago, IL, May 3 Denver, CO, May 17 (first time!) Morristown, NJ, June 7 The information isn’t yet up on the West LegalEdcenter and Osgoode Professional … Read More
I take the liberty of periodically reminding the world that in addition to my other activities, I do redrafting projects for companies. My most recent post on that subject is this one from last May. If such reminders are necessary, it’s because the idea doesn’t seem to occur to too many people at companies. I asked one of my in-house contacts about … Read More
Online legal-documentation vendor LegalZoom has been embroiled in a class action alleging that LegalZoom was engaged in the unauthorized practice of law by selling to Missouri consumers. A couple of weeks ago, LegalZoom and the plaintiffs agreed in principle to settle. (For more on the settlement, see this WSJ Law Blog post.) The settlement renders moot last month’s order of the … Read More
Via this post on the California Corporate & Securities Law blog, which is maintained by Keith Paul Bishop of Allen Matkins, I learned of the recent Ninth Circuit opinion in WPP Luxembourg Gamma Three Sarl v. Spot Runner, Inc. (go here for a PDF copy). This dispute involved a second amended and restated right of first refusal and co–sale agreement—what … Read More
In case it’s of any interest, I’ve prepared a hyperlinked list of all my posts, on this blog and the mothballed AdamsDrafting blog, relating to the contract process. Go here for a PDF copy.
Syntactic ambiguity is ambiguity that arises due to uncertainty regarding which part of a phrase a given word modifies, or which part of a sentence a given phrase modifies. Syntactic ambiguity can arise in any kind of writing, and examples occurring outside of contracts can be instructive for contract drafters. Reader Sean Gajewski, a third-year student at Hofstra University School … Read More
Today’s post at Attorney at Work is “Give Final Documents a Good Scrubbing,” by Deborah Savadra. It’s a useful reminder of the simple steps you can take to avoid creating problems for yourself by unwittingly sending the other side a draft that discloses information you’d rather not have disclosed. Information doesn’t have to constitute a state secret in order for … Read More
