Thursday, December 14, 2006

Ken Adams on Web Searching for Contracts

Ken Adams, proprietor of the always interesting AdamsDrafting blog and author of the best-selling ABA book A Manual of Style for Contract Drafting, had a post this morning on his blog regarding the use of EDGAR as a research tool to look at old contracts that had been filed as part of SEC filings. The Cyberspace hook for us today is the commentary on how there is a proprietary Web-based service out there that will help one to index the old contracts and find ones that might be of interest. Ken's sense is that there are many other ways to use the Web to access the same information (for example, the use of Lexis and/or Westlaw to search EDGAR filings that are under Exhibit 10). Ken also notes his skepticism on the quality of the work one might find in SEC filings -- I'll let you go read the particular choice phrase he applied to the contracts on EDGAR (this is a family blog after all...).

My only other thing to add is that in my particular practice, involving a great deal of day-to-day contracting for technology licensing and purchasing, the times I've been able to find useful work on EDGAR is almost too small to count. The EDGAR system is potentially useful if one is interested in contracts that publicly-held companies might do that rise to a certain level of materiality--Software licenses rarely fall into that bucket for either the licensor or the licensee. I've no doubt that there are exceptions to that, but combined with the fact that I think any of us who read this blog are more than capable of running rings around what we might find on EDGAR, my suggestion is to stick to our own form libraries and use our own inherent skills rather than relying on some other person's randomly-selected work.

ASIDE: The other Cyberspace angle -- Ken Adams will be joining a panel of lawyers from this Committee at the ABA Business Section's Spring Meeting this March in Washington DC. The pre-meeting CLE programs put on for the Section's Young Lawyer Forum are fantastic, and that's not just because I will be speaking for one of them! We hope to see you there.

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