Corporate & Securities Law

Go Easy on the Capitalization

By Ken Adams

A few readers let me know about a Minnesota bankruptcy court judge who issued a set of guidelines for lawyers submitting proposed orders to him. Included was a request that lawyers limit their use of capitalization. For more information, see this post on Lawyerist.com.

My first instinct was to assign this to the wrong side of the litigation-transactional divide. But drafting is subject to general principles of good legal writing, one of which is that you’d be advised to restrain yourself from succumbing to the lawyer urge to give an initial capital to anything that’s important. Any kind of writing benefits if the writer follows established guidelines, and when it comes to capitalization, for purposes of writers located in North America the authority to follow is The Chicago Manual of Style. It advocates a “down” style?”the parsimonious use of capitals.”

In that spirit, note what isn’t capitalized in the following:

• issued by the secretary of state of the state of Delaware
• the bank account specified in schedule 2(e)
• sale of units of Product under this agreement
• signed by the president of Acme Technologies, Inc.
• as defined in section 6(c) of the merger agreement between Acme, Widgetco Acquisition, Inc., and Widgetco Technologies, Inc.

Those of you who are outside of North America, what authority do you consult on matters such as capitalization?

Full post as published by AdamsDrafting on December 22, 2009 (boomark / email).