My first post on this blog was 20 years ago today. I think that’s worth noting, but I’m not going to get sentimental about it. For two reasons. First, this blog is in the flood-plain phase of its journey. My subject—how to say clearly and concisely whatever you want to say in a contract—is finite. I’ve had less to say … Read More
Let’s revisit my Corporate Counsel Now article that was published a couple of weeks ago, Merger Agreements Are Poorly Drafted. Perhaps the most concentrated dose of dysfunction revealed in my analysis of the Norfolk Southern merger agreement is to be found in the “Structure” section. My comments in that section are limited to the bringdown condition. That part of a … Read More
Check out use of is conditioned upon in this example plucked fresh from EDGAR (emphasis added): Each Delta Stockholder hereby acknowledges and agrees that the consummation of the transactions contemplated by the Merger Agreement and the Wildlife Merger Agreement is conditioned upon, and predicated on, such Delta Stockholder making any filings required pursuant to the HSR Act in connection with … Read More
You might have seen that this week, the ACC’s Corporate Counsel Now published my article Merger Agreements Are Poorly Drafted. I have some further thoughts. (In offering them, I assume you’ve read my article.) What Is What explains the shortcomings in the Norforlk Southern merger agreement? I see two possibilities. One is that the law firm in question is unaware … Read More
If you’re looking for a contracts technology that’s at the opposite end of the enthusiasm spectrum from AI, I nominate contract automation, also known as document assembly. But it offers the only way for us to escape copy-and-paste heck. In this post, I explain why and how. The Challenges Contract automation allows you to create a contract by completing an … Read More
I say elsewhere (in this blog post) that the core constituency for A Manual of Style for Contract Drafting is individuals. Here’s how I’ve been reminded of that recently. (Indulge me!) In a LinkedIn comment a couple of weeks ago that I’ve since lost in the flood, someone referred to how they prompt their favorite chatbot with “You’re Ken Adams, … Read More
Recently I saw this LinkedIn post by Jerry Levine in which he outlines six different styles of contract. The accompanying image is of how his post describes the first two kinds of contract, namely “Traditional/Legalese” and “Modern Precise.” He tags me in “Modern Precise,” saying I “built a whole discipline around this.” Jerry’s post got me thinking. In effect, he … Read More
In my article Merger Agreements Are Poorly Drafted, published today in Corporate Counsel Now (go here for the article, go here for the related blog post), I discuss the implications of an analysis I did of drafting shortcomings in the merger agreement for one of the biggest deals of 2025. Although this analysis is my most ambitious yet, I’ve done … Read More
Remember the ACC Docket, published by the Association of Corporate Counsel? Well, it has morphed into Corporate Counsel Now. They’ve just published my article Merger Agreements Are Poorly Drafted. It’s here. The spicy thing about this article is that it’s not just an article. Instead, it’s also a portal to my analysis of the merger agreement providing for Union Pacific’s … Read More
In this post, I consider the risks posed by medical AI, then consider how to structure contract-drafting AI. The Risks of Medical AI Let’s start with medical AI. If you want some gripping reading, check out this LinkedIn article, The Great Inversion: How Healthcare AI Stopped Helping Doctors and Started Replacing Them. It’s by a surgeon, John Ferguson. It describes … Read More
