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
Adams Contacts Consulting LLC
Guiding companies around the world, Adams Contracts Consulting LLC develops clear effective templated contracts. Automating templates, through an annotated online questionnaire is just one way they assist companies save time, money, and reduce risk. Acknowledged internationally as the leading authority on contract language, Ken Adams the president and founder, developed the groundwork of the company’s efforts through his extensive expertise.
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Ignoring Reality in the Structure of M&A Contracts
By Ken Adams
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…
A Variant Form of Language of Policy Used to Express a Condition
By Ken Adams
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…
When You Don’t Care About Quality
By Ken Adams
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…
What Would It Take for Contract Automation to Have an Impact?
By Ken Adams
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…
Encounters with Enthusiasts
By Ken Adams
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…
Some Thoughts on the “Modern Precise” Style of Contract Drafting
By Ken Adams
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…
Reverse Autonomous Definitions?
By Ken Adams
Check out the following, which is the text of an entire section: See the highlighted sentence at the end? This is the first time, about 30 years into the game, that I’ve contemplated this way of creating a defined term.…
M&A Drafting: Double Materiality in the Bringdown Condition Is a Nonissue
By Ken Adams
I’ll now revisit something I last wrote about in 2013: double materiality in the bringdown condition. (I see the term “double materiality” thrown around in other contexts, so I think it’s best to be specific.) The Theory Here’s a statement…
“Battle-Tested” Contracts?
By Ken Adams
Longtime readers will be aware that I roll my eyes at the notion of relying on contract language that has been “tested” by courts. As I say in a 2006 blog post, “Why rely on language that resulted in litigation?…