Mergers & Acquisitions/Corporate Law

This broad category covers both public company and private equity (including venture capital) matters. The includes company acquisitions, dispositions and related financing arrangements, capitalizations, entity selection and formation, operating and partnership agreements, securities and governance matters. It also covers those transactions designed to help restructuring within companies and their subsidiaries by change of ownership. Priority is placed on primary representatives and those acting for buyers and sellers. Those acting for financial advisors, underwriters and the banks financing such transactions are also considered. Legal writing in this area is immense, as English is the Lingua Franca for M&A, from everything to negotiating terms to transitioning employees and assets to different work environments.

Solving Drafting/ Editing Problems:

  1. Over-Formality – Generally, problems exist for both native and non-native English speakers when dealing with Corporate Law. The main problem is “over-formality.” Lawyers constantly deal with formal language and have knowledge of many concepts that aren’t obvious on the surface or “prima facie,” and yet fail to understand that 1) non-lawyers don’t understand Latin , 2) formal language although essential is ‘robotic’, and 3) it takes longer to read and digest formal language.
    This is not to say you should write informally toa client or colleague during an M&A. But having a “friendly” and “supportive” tone, while removing as much Latin and overly formal phrases that have little substance will improve your M&A legal drafting whether it’s an email to a client or legal brief to a partner.
  2. Correct Usage – With non-native speakers of English, some grammar and usage problems occur frequently when dealing with M&A. One of the main issues is the PAST, PRESENT, and FUTURE TENSES. Knowing when things occurred and what will occur is not so clear when we look at the use of the PRESENT PERFECT. For example, “The deal has been agreed, we are just waiting on the diligence report before signing.” This use of the present perfect indicates a specific point in the past
    ‘agreed’ but there are still some things unaccomplished, so the writer uses ‘has been’. If the agreement was finalized, the writer would say ‘was agreed on X date.’ If you write “the deal has been agreed on March 23rd” it is bad English. If you use a specific date, it’s past completed action. So, make sure if you’re involved in M&A you review your tenses, as well as looking at key aspects of PASSIVE/ACTIVE VOICE, VERB PARTICLES, PUNCTUATION and ARTICLE USAGE. Although these grammatical
    areas might not cause a fall out of the deal, they will surely make you look unprofessional and also cause confusion for readers..

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