William A. Schnader Prof. of Law @pennlaw.
Teaching writing & tweeting mostly about contracts.
Against et al. Pro legal jargon. Neutral on legal process.
@stareaskesis Terms or contracts?
Obviously would differ based on salience -- MAE terms litigated alot! Choice of law, less often. Telex, I guess never.
M&A transactions record the parties' goals and risk allocations... and the boilerplate of past contracts. In a new post I examine 25 years of deals for evidence of the adoption of new deal technologies, and their stickiness in the face of change.
Can you sign a multimillion-dollar deal by telex?
@HoffProf goes fossil-hunting on his Substack, exploring a puzzle in dealmaking.
He's testing the Gulati/Scott/Choi theory that obsolete terms get fossilized in contracts.
He brings really vivid evidence: M&A agreements in 2025 still list telex and telegram
I find that lawyers do react to technical change -- they pull out fax references over time as email rises. But not completely, as they leave in buried procedural language "shall be deemed given upon confirmation of transmission"!
It's a ghostly impression of the past.
Wasteful Bot-on-Bot disputes around customer service look inevitable. But what happens when the temporary compute subsidy goes away for consumers?
We're going to need an abundance agenda centered on rebuilding private reputational networks.
https://t.co/RwTn8XvJQ9