Adams on Contract Drafting https://www.adamsdrafting.com/ Fri, 05 Jun 2026 13:42:21 +0000 en-US hourly 1 https://www.adamsdrafting.com/wp-content/uploads/2021/05/cropped-icon-adamsdrafting-1-32x32.png Adams on Contract Drafting https://www.adamsdrafting.com/ 32 32 Hey Big AI, I’m Open to Doing the Ken-Bot Thing https://www.adamsdrafting.com/hey-big-ai-im-open-to-doing-the-ken-bot-thing/ https://www.adamsdrafting.com/hey-big-ai-im-open-to-doing-the-ken-bot-thing/#respond Thu, 04 Jun 2026 21:53:49 +0000 https://www.adamsdrafting.com/?p=21783 I think it was in 2024 that I first encountered someone asking AI to revise contract language to reflect the guidelines in A Manual of Style for Contract Drafting. (See this blog post.) Well, I’m hearing that increasingly often. Three examples: My first example is the screenshot below of a March 2026 exchange of comments on LinkedIn. (Hi Joseph!) It ... Read More

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]]> https://www.adamsdrafting.com/hey-big-ai-im-open-to-doing-the-ken-bot-thing/feed/ 0 “Material Efforts”!!! https://www.adamsdrafting.com/material-efforts/ https://www.adamsdrafting.com/material-efforts/#respond Wed, 03 Jun 2026 11:31:51 +0000 https://www.adamsdrafting.com/?p=21769 Excuse me for interrupting the nonstop fixation on AI, but I feel compelled to report another front in the efforts wars. It took me 20+ years to get around to it, but on a whim I searched on EDGAR for obligations to use material efforts. They don’t occur much, but it’s a thing. Here are five examples: I’m particularly fond ... Read More

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]]> https://www.adamsdrafting.com/material-efforts/feed/ 0 Contracts Are Slop, and Most Organizations Don’t Care https://www.adamsdrafting.com/contracts-are-slop-and-most-organizations-dont-care/ https://www.adamsdrafting.com/contracts-are-slop-and-most-organizations-dont-care/#respond Wed, 27 May 2026 13:35:24 +0000 https://www.adamsdrafting.com/?p=21761 Are you familiar with Eugene Healy? He’s a “brand strategy consultant.” His short videos on trends in branding somehow manage to be relevant to contracts. Although I’m sure most of his readers are found elsewhere, he deigns to post on LinkedIn. This post is about how “It’s time to stop blaming AI for slop. It’s everywhere in modern life.” That’s ... Read More

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]]> https://www.adamsdrafting.com/contracts-are-slop-and-most-organizations-dont-care/feed/ 0 In a World of Dysfunctional Contracts, “Drafting Clearer Contracts” Training Is More Important, Not Less https://www.adamsdrafting.com/in-a-world-of-dysfunctional-contracts-drafting-clearer-contracts-training-is-more-important-not-less/ https://www.adamsdrafting.com/in-a-world-of-dysfunctional-contracts-drafting-clearer-contracts-training-is-more-important-not-less/#respond Fri, 15 May 2026 15:23:03 +0000 https://www.adamsdrafting.com/?p=21750 This week, I gave a presentation to the European Legal English Teachers’ Association (EULETA). Here is what was my last slide (well, apart from the slide with the discount code for MSCD): I stand by it, but with one important edit: I’d delete the word “only” in the second bullet-point. This presentation came on the heels of two important articles ... Read More

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]]> https://www.adamsdrafting.com/in-a-world-of-dysfunctional-contracts-drafting-clearer-contracts-training-is-more-important-not-less/feed/ 0 My New Article on “Agreement and Plan of Merger” https://www.adamsdrafting.com/my-new-article-on-agreement-and-plan-of-merger/ https://www.adamsdrafting.com/my-new-article-on-agreement-and-plan-of-merger/#respond Wed, 13 May 2026 11:20:48 +0000 https://www.adamsdrafting.com/?p=21740 Yesterday, Business Law Today, the publication of the ABA Business Law Section, published my article Fixing the Problem That Is “Agreement and Plan of Merger”. I recognized years ago that agreement and plan of merger was … problematic, but it was only while writing my recent critique of the Norfolk Southern merger agreement (go here for the related article in ... Read More

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]]> https://www.adamsdrafting.com/my-new-article-on-agreement-and-plan-of-merger/feed/ 0 This Blog Is 20 Years Old https://www.adamsdrafting.com/this-blog-is-20-years-old/ https://www.adamsdrafting.com/this-blog-is-20-years-old/#comments Wed, 06 May 2026 20:35:01 +0000 https://www.adamsdrafting.com/?p=21735 My first post on this blog was 20 years ago today. I think that’s worth noting, but I’m not going to get sentimental about it. For two reasons. First, this blog is in the flood-plain phase of its journey. My subject—how to say clearly and concisely whatever you want to say in a contract—is finite. I’ve had less to say ... Read More

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]]> https://www.adamsdrafting.com/this-blog-is-20-years-old/feed/ 1 Ignoring Reality in the Structure of M&A Contracts https://www.adamsdrafting.com/ignoring-reality-in-the-structure-of-ma-contracts/ https://www.adamsdrafting.com/ignoring-reality-in-the-structure-of-ma-contracts/#respond Sun, 03 May 2026 11:35:59 +0000 https://www.adamsdrafting.com/?p=21726 Let’s revisit my Corporate Counsel Now article that was published a couple of weeks ago, Merger Agreements Are Poorly Drafted. Perhaps the most concentrated dose of dysfunction revealed in my analysis of the Norfolk Southern merger agreement is to be found in the “Structure” section. My comments in that section are limited to the bringdown condition. That part of a ... Read More

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]]> https://www.adamsdrafting.com/ignoring-reality-in-the-structure-of-ma-contracts/feed/ 0 A Variant Form of Language of Policy Used to Express a Condition https://www.adamsdrafting.com/a-variant-form-of-language-of-policy-used-to-express-a-condition/ https://www.adamsdrafting.com/a-variant-form-of-language-of-policy-used-to-express-a-condition/#comments Tue, 28 Apr 2026 12:30:58 +0000 https://www.adamsdrafting.com/?p=21716 Check out use of is conditioned upon in this example plucked fresh from EDGAR (emphasis added): Each Delta Stockholder hereby acknowledges and agrees that the consummation of the transactions contemplated by the Merger Agreement and the Wildlife Merger Agreement is conditioned upon, and predicated on, such Delta Stockholder making any filings required pursuant to the HSR Act in connection with ... Read More

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]]> https://www.adamsdrafting.com/a-variant-form-of-language-of-policy-used-to-express-a-condition/feed/ 4 When You Don’t Care About Quality https://www.adamsdrafting.com/when-you-dont-care-about-quality/ https://www.adamsdrafting.com/when-you-dont-care-about-quality/#comments Fri, 24 Apr 2026 17:11:04 +0000 https://www.adamsdrafting.com/?p=21711 You might have seen that this week, the ACC’s Corporate Counsel Now published my article Merger Agreements Are Poorly Drafted. I have some further thoughts. (In offering them, I assume you’ve read my article.) What Is What explains the shortcomings in the Norforlk Southern merger agreement? I see two possibilities. One is that the law firm in question is unaware ... Read More

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]]> https://www.adamsdrafting.com/when-you-dont-care-about-quality/feed/ 2 What Would It Take for Contract Automation to Have an Impact? https://www.adamsdrafting.com/what-would-it-take-for-contract-automation-to-have-an-impact/ https://www.adamsdrafting.com/what-would-it-take-for-contract-automation-to-have-an-impact/#comments Wed, 22 Apr 2026 14:35:43 +0000 https://www.adamsdrafting.com/?p=21694 If you’re looking for a contracts technology that’s at the opposite end of the enthusiasm spectrum from AI, I nominate contract automation, also known as document assembly. But it offers the only way for us to escape copy-and-paste heck. In this post, I explain why and how. The Challenges Contract automation allows you to create a contract by completing an ... Read More

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