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.
Indemnification procedures.
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.
I agree with Ryan and Chris: indemnity takes the cake.
Waterfall provisions in securitization trust agreements/debentures, filled with turning math into words.
Performance fees for corporate hedge funds using share-by-share equalisation and a hurdle.
I promise that sentence does mean something.
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! :)