Corporate & Securities Law

Does Any Law Require All Capitals?

Posted on February 04, 2008
This post on use of all capitals in contracts?it’s from Legal Frontier, Andrew Mitton’s blog?reminded me of a question that I’ve asked myself occasionally. The Legal Frontier post is about how use of all capitals makes contract text harder to read...

Investing in Your Templates

Posted on February 04, 2008
A few months ago someone at a public company mentioned to me that her department was about to embark on a redraft of their templates. I was familiar with the subject matter, so I knew that the templates must be complex. I recently checked in with her to see how the process was going...

Alliance Data Systems, Blackstone Group, and ?Reasonable Best Efforts?

Posted on January 28, 2008
If anyone is wondering why I’ve been devoting time to efforts standards, have a look at this post on DealBook by Steven Davidoff regarding a development in Blackstone Group’s proposed acquisition of Alliance Data Systems. For reasons I discuss in MSCD, in this article, and in last week’s blog post, it would be bizarre for a [...

What the Heck Does ?Best Efforts? Mean?

Posted on January 24, 2008
I suspect that the one usage that causes me most aggravation is best efforts. That’s because the way I see it is diametrically opposed to the way many practitioners see it. I think the problem is that people approach it as an issue to be resolved by case law, whereas I see it first of all [...

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Quanta v. LG?Chief Justice Roberts on the ?Let?s Sort It Out in Litigation? Approach

Posted on January 18, 2008
Sidestepping a contentious contract issue with the notion of working it out in litigation is a standard strategy, but you don’t often find examples of it in the wild. That’s why I noted with interest oral argument before the Supreme Court on January 16 in Quanta v...

Contractions? In a Contract?

Posted on January 15, 2008
One sure route to a stiff, starchy prose style is not to use contractions. They’re suitable in all but the most formal kinds of writing, and they help you achieve a more natural, conversational rhythm. For some reason that I’ve since repressed, I didn’t use contractions in MSCD...

What Don?t You Like About MSCD?

Posted on January 15, 2008
Have you thought to yourself, as you flipped through A Manual of Style for Contract Drafting, that I’d failed to address adequately, or at all, some issue that’s dear to your heart? Do you have a beef with any of my recommendations? Do you not like the binding? The cover? The font? If so, now’s [...

Great Case on Whether Discretion is Limited

Posted on January 13, 2008
I love it when I spot an issue and analyze it, and subsequently a case comes down that hinges on exactly that issue. You may recall that in this June 2007 post I discussed two subtle issues involving may. One issue involved limited discretion and the expectation of relevance...

Including ?Plan of Merger? in the Title of a Merger Agreement

Posted on January 11, 2008
Here’s another fresh extract from the manuscript of MSCD2. It’s from the section “The Title,” and it addresses at greater length something I mention in MSCD 2.3: And don?t feel obligated to track the terminology of state statutes...

Contracts Under Seal?

Posted on January 11, 2008
I’ve snickered at the notion of contracts under seal, but I’ve never studied the topic. Here’s what I found out: In medieval England, a seal?consisting of wax attached to a writing and bearing an impression?served as a marker to identify the parties to an agreement...

Vancouver Seminar on April 1, 2008

Posted on January 11, 2008
On April 1 I’ll be giving my “Contract Drafting?Language and Layout” seminar in Vancouver, B.C., for the first time. Click here for the brochure. As with my Toronto seminars, my host will be Osgoode Professional Development. The Toronto seminars have gone very well, so I expect the same for Vancouver...

Including Headings in Cross-References

Posted on January 08, 2008
Here’s a paragraph from the manuscript for MSCD2. It’s so fresh that steam is still rising from the words: An internal cross-reference that consists of only a number gives the reader no indication of what?s addressed in the specified provision...

?From Time to Time?

Posted on January 08, 2008
In this November 2007 post, I suggested that the phrase at any time is always extraneous. Well, the same goes for from time to time. Used With Language of Discretion The phrase from time to time is used to mean, in essence, “on one or more occasions...

January 9 ACC Teleconference

Posted on January 03, 2008
On Wednesday, January 9, at 1:00PM Eastern Time, the Law Department Management Committee of the Association of Corporate Counsel will be holding their monthly teleconference. I’ll be the featured speaker?starting around 1:30PM I’ll be talking, for 15 minutes or so, about “Issues of Quality and Process in Handling Your Contracts...

What in a Contract Requires Typographic Emphasis?

Posted on December 28, 2007
In a recent post I said that along with switching from Times New Roman I’d be abandoning underlining in favor of bold. But here’s a related question: I’ve previously used underlining to emphasize section headings, each defined term when it’s being defined, and references to exhibits and schedules...

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