Private Law Theory

Abstract
Use of standard clauses (known as ‘boilerplate’) in SPAs and other M&A deal documents shows that deal lawyers sometimes results in contract language becoming devoid of meaning, to such an extent that the clause becomes a ‘black hole’, unintelligible to the parties and to the courts. Some recent academic criticism of such contract drafting techniques seems misplaced, considering that in M&A deal practice lawyers’ services often must take account of factors such as the complexity of an M&A deal and of the typical M&A agreement; the hands-on involvement of clients and the high chance that key language in the agreement will be tested within a short time-frame; and the potential for a lawyer to add value by thoughtful review, reflection and judgement.

Feldman, Reid, Black Holes and Boilerplate in M&A Practice (May 2018). Business Law International, Vol 19, No 2, May 2018.

First posted 2018-08-06 06:19:22