The Form Doesn’t Know Anything: A Response to Chowdhury, Chudkowski & Gulati

Authors

Glenn D. West, SMU Dedman School of Law, Texas Tech University School of Law.

Abstract

Merger and acquisition agreements differ significantly from sovereign bonds. While I have criticized the stubborn persistence of harmful or ineffective boilerplate in the M&A deal world, this persistence does not stem from a desire for uniformity or blind adherence to a sacred form. The dynamics involved in negotiating merger and acquisition agreements often dictate that comments on a form agreement be kept to a minimum, making the improvement of the form a secondary goal. Moreover, what one party considers bad boilerplate may be seen as beneficial by another. Many of the myths supposedly debunked by Chowdhury, Chudkowski & Gulati may, in fact, not be myths at all, at least in M&A. But one conclusion they draw appears to apply equally to M&A—the tug of form and market is strong indeed.

Recommended Citation

Glenn D. West, The Form Doesn’t Know Anything: A Response to Chowdhury, Chudkowski & Gulati, 79 U. Mia. L. Rev. 628 (2025)
Available at: https://repository.law.miami.edu/umlr/vol79/iss4/4