The Latest on My Book “The Structure of M&A Contracts”

Remember my M&A book? You know, The Structure of M&A Contracts?

Yeah, it slips my mind too. Because it’s available only in a proprietary ebook format, and because buying it can be a hassle, it sometimes feels as if it was never published.

But it turns out that people are in fact buying it, and reading it. Recently I heard from some of them, including Soren Lindstrom, a partner in the Dallas office of McDermott Will & Emery. I asked Soren if he would tell me what he thought of the book, and he delivered the following blurbtastic assessment:

Ken Adams does an outstanding job of describing the background of and interplay between the various provisions in M&A agreements. It’s a terrific resource, for young as well as seasoned M&A lawyers, on properly structuring, drafting, and negotiating M&A agreements.

If that whets your appetite, go here for more about the book, including other testimonials.

But some of you might find the book scary. Of the practice groups, M&A is particularly conservative. I’ve found in some M&A practitioners a marked fear of breaking rank, of being seen to endorse anything other than the conventional wisdom. That perhaps explains the disconnect between the big-stakes, big-budgets, big-egos aura of big-deal M&A and the hapless, stop-me-before-I-copy-and-paste-again nature of much big-deal M&A drafting. For a taste of that, go here for my 2013 open letter to Jeff Bezos about suboptimal drafting in the contract for his acquisition of the Washington Post. (Don’t worry, I was under no illusion that he’d actually read it.)

I reported in this 2014 post that despite the marketing challenges this book has faced, Thomson Reuters has agreed to do a second edition. Well, of course it’s taking longer than I expected. Given that I have other stuff to take care of before I can turn to the second edition of The Structure of M&A Contracts, it won’t appear before the second half of 2017. [Updated 21 May 2017: That was way too optimistic: maybe I’ll get to it by the end of 2018.] But I recommend that you not use that as a reason not to buy the first edition. For one thing, it’s dirt cheap!

When I announced the second edition, I said that anyone interested in suggesting what changes I should make for the second edition should contact me. That invitation still applies. (If you gave me your name then, I still have it, and I’ll get back to you in due course.)

(By the way, go here for my posts related to M&A.)

Categories M&A

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

2 thoughts on “The Latest on My Book “The Structure of M&A Contracts””

  1. Hi Ken,
    Thanks as always for your great work and instructive commentary. Is a 2017 edition of the book still the plan? If so, any update as to when it will hit the press, electronic or otherwise?

    • Your comment prompted me to update this post to say that it’s going to take longer for me to get around to doing the second edition. But I don’t think I’ll change a whole lot in the second edition, besides updating the empirical evidence and finally getting rid of represents and representations in favor of states and statements of fact.


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