ABSTRACT
Merger and acquisition agreements differ significantly from sovereign bonds. While I have criticized the stubborn persistence of harmful or ineffective boilerplate in the M&A deal world, this persistence does not stem from a desire for uniformity or blind adherence to a sacred form. The dynamics involved in negotiating merger and acquisition agreements often dictate that comments on a form agreement be kept to a minimum, making the improvement of the form a secondary goal. Moreover, what one party considers bad boilerplate may be seen as beneficial by another. Many of the myths supposedly debunked by Chowdhury, Chudkowski and Gulati may, in fact, not be myths at all, at least in M&A. But one conclusion they draw appears to apply equally to M&A – the tug of form and market is strong indeed.
West, Glenn D, The Form Doesn’t Know Anything: A Response to Chowdhury, Chudkowski and Gulati (April 21, 2025).
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