Our founder and president, Ken Adams, is author of two books on the language of contracts. One is central to Koncision’s mission; the second relates to a potential future Koncision product.
A Manual of Style for Contract Drafting
Essential to Koncision Contract Automation is its consistent and rigorous “house style” for contract language, which is derived from Ken Adams’s A Manual of Style for Contract Drafting (ABA 2d ed 2008), written by our founder and president Ken Adams. It’s the only authoritative guide to the building blocks of contract language, and it’s in widespread use throughout the legal profession.
This is from the back cover of the second edition:
Here is the eagerly anticipated second edition of A Manual of Style for Contract Drafting, which has established itself as a proven resource for lawyers, contract administrators, and others who are called on to draft, review, negotiate, or interpret contracts.
The second edition is much expanded it covers in greater depth many topics addressed in the first edition, and it discusses many additional topics for the first time.
This manual’s focus remains not what provisions to include in a given contract, but how to express those provisions in prose that is free of the problems that often afflict contract language. With exceptional rigor and an unmatched level of practical detail, Adams highlights common sources of inefficiency, confusion, and dispute and recommends clearer and more efficient alternatives. This manual is organized to facilitate easy reference, and it illustrates its analysis with copious examples.
Click here to see what people have said about A Manual of Style for Contract Drafting. To see extracts of the book, click on the links at the bottom of this page of the ABA Web Store. To purchase this book, see the links in the sidebar to the right.
The Structure of M&A Contracts
Ken Adams is author of The Structure of M&A Contracts (West LegalEdcenter 2011). This electronic book brings to bear on the subject the same innovation and practicality that is on display in his book A Manual of Style for Contract Drafting. It’s available on for download, using Thomson Reuters’s ProView system, at this page of the Westlaw store. The price is $39 per copy; bulk discounts may become available in April 2012.
Here’s what two noted M&A practitioners have said about the book:
This book will quickly become a go-to reference for anyone in the M&A agreement business. Not only is it one of the clearest and most practical guides to drafting agreements that work, it also provokes and advances the art with suggestions for improving current standards, many of which I believe will be adopted over time. The book is deserving of the highest praise I can bestow—I learned something from it.
Michael J. Kendall, Partner, Goodwin Procter LLP
Ken Adams has once again produced a work that is both thought-provoking and worthwhile. I highly recommend The Structure of M&A Contracts to anyone who has an interest in drafting better contracts.
Michael A. Woronoff, Partner, Proskauer
And the following extract from the preface will give you a good sense of the book:
This book considers the function of the different categories of provisions in a mergers-and-acquisitions (or M&A) contract and the interplay among them. These are topics worthy of study: A slight change of phrasing in one part of a contract can have important implications for other parts of the contract. And issues relating to contract structure arise routinely in M&A negotiations.
This book is intended for anyone who wishes to understand the structure of M&A contracts. That obviously includes junior lawyers—they’re the ones who do most of the drafting of M&A contracts. And they could certainly use some help. Many junior lawyers receive little formal training in the structure of M&A contracts, and what instruction they do receive likely features a generous helping of stale conventional wisdom. And the convulsions of the U.S. legal profession in recent years have made it less likely that a junior lawyer will receive meaningful mentoring. This book should help junior lawyers take control of the drafting process, instead of regurgitating precedent contracts of questionable quality and relevance. It should also help them understand what’s going on during negotiations.
Senior lawyers who have the time and inclination to revisit how they handle the structure of M&A contracts should also find this book useful. And because other kinds of contracts—such as securities purchase agreements and loan agreements—can exhibit a structure comparable to that of M&A contracts, this book might be of interest to anyone involved in transactions featuring an interval between signing and closing.
The benefits of a clearer understanding of how to structure an M&A contract go beyond making life easier for the drafter. If those doing the drafting and reviewing have a better grasp of the subject, contracts would be clearer and would address the parties’ concerns more effectively; negotiations would be more efficient and less contentious; and disputes would arise less frequently.
Others have written about the structure of M&A contracts, but five features serve to distinguish this book. First, its limited scope permits a more cohesive treatment than would be possible in a broader work. Second, rather than simply cataloguing the structures—good, bad, and indifferent—on display in M&A contracts, it identifies those that work best. Third, it specifies what contract language you should use in a given context 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. Fourth, it presents some of its analysis in a series of figures, so as to make it easier to understand. And fifth, it doesn’t hesitate to depart from the conventional wisdom.
