Thursday, June 3, 2010
Ken Adams proposes to resolve the ambiguity of what constitutes the consummation of a transaction in his forthcoming booklet on drafting M&A agreements. Me? I'm generally with Vice Chancellor Laster:
That said, I'm also a big fan of clear, unambiguous language in merger agreements and Ken provides some of that in his resolution of this question. No reason to tax the judiciary any further!
As a corporate and business practitioner prior to joining the Court, I start with the general observation that "consummate the transactions contemplated hereby" is language that refers to closing. The use of "transactions" in the plural recognizes that a series of things have to be accomplished at closing, particularly in an asset deal. That is what the phrase means. A cobbler knows an awl.