Corporate & Securities Law

Coming Soon: ?The Structure of M&A Contracts?

By Ken Adams

If all goes according to plan, in a few months I’ll be publishing with West, as a pdf download, my booklet “The Structure of M&A Contracts.” And I’ll also be doing with West a new webcast with the same title; an M&A “name” has already agreed to join me as co-presenter.

Here are the opening three paragraphs of the current manuscript of the booklet:

This booklet considers the function of the different categories of provisions in a mergers-and-acquisitions (or M&A) contract and the interplay between them.

These are topics worthy of study: A slight change of phrasing in one part of a contract can have dramatic and nonobvious implications in other parts. And issues relating to structure arise routinely in M&A negotiations.

Others have of course written about these topics, but four features of this booklet might serve to distinguish it from other treatments. First, its limited scope means that its analysis of structure isn?t buried in broader discussion. Second, it specifies what contract language you should use to accomplish a given aim and what contract language you should avoid; the recommended language complies with the guidelines contained in the author?s A Manual of Style for Contract Drafting. Third, it presents some of its analysis in the form of tables, with the aim of making that analysis clearer. And fourth, it doesn?t hesitate to depart from the conventional wisdom.

I’ve been noodling with this manuscript over the past three years, so it’s exciting that it will be seeing the light of day. It’s very different from my language stuff, but I’d like to think it’s just as innovative.

Here’s why I’m telling you about this now: I’m looking for a few readers to read through the manuscript (about 20,000 words plus seven charts) and give me their comments. If that’s something you’d like to do, send me an email telling me about yourself and describing your M&A credentials. But it would make sense to volunteer for this thrilling assignment only if you buy into my approach to contract language generally.

Full post as published by AdamsDrafting on April 15, 2010 (boomark / email).