Monday, August 22, 2011
Drafting guru Ken Adams has taken a look a the Google-Motorola agreement and shares his thoughts:
So, what do I think of the Google–Motorola merger agreement? It’s a mediocre piece of drafting. It’s bloated and hard to read, and that takes a toll at every stage—drafting, reviewing, negotiating, and monitoring compliance. And there might be lurking in the verbiage some bit of confusion that metastasizes into a dispute down the road.
Mediocre? How can that be! After all, Google is represented by the prominent law firm Cleary Gottlieb—presumably they did the bulk of the drafting. Well, the Google–Motorola merger agreement is mediocre because all big-time M&A drafting—or at least all that I’ve seen—is mediocre.
True enough. Imagine if Mark Twain tried to write The Adventures of Tom Sawyer by committee and using The Adventures of Hucklebery Finn as a template for the first draft? Wouldn't be much of a book, that's for sure. Ken offers up his thoughts on improving the drafting process - including commoditizing the process.