Structure of M&A Contracts

This is a very short book, and way too elementary but it is educational and structured. Not a necessary purchase but a good read.

I felt deceived when I first unboxed my parcel. It was much thinner than the picture shows. But I liked the contents.

The author is a brilliant contract's attorney; you can tell the way he analyzes issues and terms from numerous angles. I have never met the author. The book is much smaller than the photo suggests; the book is slightly more than 1/4 of an inch thick. This book has six chapters: 1) The Categories of Provisions, 2) Representations, 3) Preclosing Obligations, 4) Conditions, 5) Indemnification Provisions, and 6) Termination Provisions. The book has eight tables; a list of possible terms, with a suggestion which would be preferred. The book also has seven "Figures". The figures are graphical grids that are used to explain concepts that seem murky in the text. The tables and figures were both very helpful. The endnotes of the book cite to several of Mr. Adams's other works, including the 2nd edition of his Manual of Style for Contract Drafting. Several of the defined terms in this book come from his Contract Drafting book, some terms such as Material Adverse Change have a slightly altered definition. At the end of the day, mergers and acquisitions are contracts for the purchase/sale of a business; the book helps to identify issues attorneys should consider when drafting such contracts.

This is my second copy as my first copy was lent to a colleague and never returned. This current copy isn’t as good as the first one. Some pages are stuck together. Tables and illustrations with words in smaller size are not clear enough to be read. I don’t remember having this problem with an earlier copy.