Corporate & Securities Law

A New Term Is Born??Backending?

By Ken Adams

In MSCD 3.57, I use the term “frontloading” for the process of pulling select information out of the body of the contract and placing it at the top of the contract.

In MSCD 3.63 I acknowledge that instead of frontloading information, you could put it in a schedule. Some contracts?including one I’m reviewing at the moment?are aggressive about that, in that the body of the contract consists of three pages, with voluminious provisions being put in schedules.

This kind of arrangement would seem suited to companies that enter repeatedly into a given kind of transaction but each time adjust a broad range of provisions to reflect the exact nature of the deal. Think of the resulting contracts as mix-and-match contracts. I suspect that they’re used more often than is really warranted.

At any rate, I thought it high time that I give this phenomenon a name. I choose [drum roll, please] “backending.” What do you think?

Full post as published by AdamsDrafting on February 20, 2009 (boomark / email).