What Provisions Do You Find Particularly Complex to Draft?

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 template. A guy can dream, can’t he?

I invite you to nominate in the comments any provisions that you’ve found particular fiendish to draft.

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.

6 thoughts on “What Provisions Do You Find Particularly Complex to Draft?”

    • I agree, but I’ll get a little more specific: indemnification procedures when the underlying indemnity is based on fault but only applies to third-party claims; and both, one, or neither of parties could have fault; and the claimant could assert a claim against both, one, or neither of the parties; and the fault of either party could be a cause of the other party’s faulty action.

  1. Performance fees for corporate hedge funds using share-by-share equalisation and a hurdle.

    I promise that sentence does mean something.

  2. I also vote for indemnity provisions, although after drafting them for 31 years, I figure I’ve thought through most of the shadings and nuances of the language. At least that’s my story and I’m sticking to it! :)


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