M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Thursday, June 3, 2010

A cobbler knows an awl.

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:  

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.

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!



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