[Updated 11:30 a.m. EDT, May 6: Getting rid of “definitive transaction” in the language I offered in the previous post caused me to get carried away, and Chris’s comment below has caused me to reverse course. A letter of intent that contains binding confidentiality provisions but is otherwise not binding could conceivably be described as “providing for” a transaction. I … Read More
You’d have thought that by now I’d be inured to how problematic contract drafting is at all levels of the legal profession, but I find myself continually amazed. So how should I respond? Constant kvetching can make me look like a crank. But saying nothing seems defeatist. So I’ve decided that what I’ll do is periodically dissect deficient drafting offered … Read More
Here are three early reactions to launch of Koncision’s first product: Sean Doherty checked out Koncision and wrote about it in an extensive Law Technology News article entitled “Koncision Answers ‘Where’s the Content?’ for ContractExpress.com” (go here). Sean summed things up as follows: If you generate a number of NDAs that require variation on a regular basis, then Koncision contract … Read More
Chris Lemens pointed out to me this item on Lexology. (Free registration required, I think.) It’s by Michael S. Melbinger of Winston & Strawn, and it describes a recent decision by the Eleventh Circuit Court of Appeals regarding a forum-selection provision in an employment agreement. Here’s the forum-selection provision: The parties agree that all claims or causes of action relating … Read More
Hot on the heels of rollout of my webcast with Steven Davidoff, I’m now offering an in-house seminar built around my book The Structure of M&A Contracts. Over the course of 2.5 hours, we’ll review the key topics, then consider a stripped-down contract cunningly edited to raise issues that the buyer or the seller would want to spot. In a … Read More
Recently I had an email exchange with someone who has a different view of how to put contract drafting on an efficient footing. He closed our exchange by noting, genially, that “we’ll agree to disagree.” But he evidently mistook me for someone more easygoing! Progress requires that good ideas prevail over not-so-good ideas. I do my best to come up … Read More
We’ve reduced from $195 to $50 the cost of subscribing to Koncision’s confidentiality-agreement template for purposes of creating a contract for a single transaction. This subscription option will give you access to the template for three days. To subscribe, go here [link no longer available]. We’re taking this step because we want to make it easy for you to see … Read More
In my recent post on moral turpitude, I noted that I found odd the phrase “its reasonable but good faith opinion.” I thought I should take a more general look at the relationship between those two concepts. In this post, I considered a side issue—use of reasonable and reasonably. Now it’s time to address the main questions: When should you … Read More
I’m a big believer in the notion that until you name a phenomenon, you likely don’t understand it thoroughly. So I’ve given names to plenty of features of contract topography; I’ll be happy if half of them stick! In that spirit, my recently published book The Structure of M&A Contracts offers some new terminology. Now that the usual post-publishing dread … Read More
Much of the recent blogosphere discussion of stratification in the legal market has alluded to the “bet the farm” and “law factory” law-firm models. (Mad props to Ron Friedmann and Toby Brown for offering those terms in this post.) But the two models perhaps don’t represent as clear a dichotomy as you might think. For one thing, “bet the farm” suggests a … Read More
