Corporate & Securities Law

A Note on Inertia

By Ken Adams

I just added the following to the manuscript of my forthcoming booklet “The Structure of M&A Contracts,” in the preface:

But change is hampered by inertia. Deviating from standard language, no matter how defective, might spark debate, and debate creates delay and increases transaction costs. But inertia by itself isn?t a valid reason to reject change?if that were the case, the precedent-driven nature of the transactional world would ensure that contract language remains fossilized. Instead, you have to weigh the time and money you might save through don?t-rock-the-boat expediency against the increased efficiency and reduced risk offered by rigorous contract language. It shouldn’t take much for the latter to outweigh the former.

It’s hardly a profound concept, but I don’t recall having previously articulated it clearly.

Full post as published by AdamsDrafting on July 21, 2010 (boomark / email).