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Writing Samples

Due to client confidentiality agreements, we cannot show samples from specific projects. But we can show you the sort of work our Consultants do. The following samples are taken from a biotech merger agreement and a revocable trust. Samples of ghostwritten articles, mission statements, bios, etc. are available directly from The Academy, LLC upon request.



SAMPLE A

Original Contract Provision (304 words):

e) Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Common Stock as to which the holder thereof shall have properly complied with the provisions of Chapter 23B.13 of the WBCA as to dissenters' rights (each, a "Dissenting Share"), if any, such holder shall be entitled to payment, solely from the Surviving Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Chapter 23B.13 of the WBCA; provided, however, that (i) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the WBCA, affirmatively withdraws such holder's demand for appraisal of such Dissenting Shares, (ii) if any holder of Dissenting Shares fails to establish such holder's entitlement to dissenters' rights as provided in the WBCA or (iii) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to payment for such holder's shares under the WBCA , such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deem to have been converted, as of the Effective Time, into and represent the right to receive the Merger Consideration payable in respect of such shares of Company Common Stock. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Common Stock and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not settle, make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the written consent of Parent.


Revised Contract Provision (211 words):

e) Dissenting Shares. This section overrides any other aspect of this Agreement that may conflict with it. If a shareholder holds shares of Company Common Stock, and is in full compliance with Chapter 23B.13 of the WBCA regarding dissenters' rights, then that shareholder is entitled to payment, solely from the Surviving Corporation, of the appraisal value of those shares. The holder of such shares (hereafter, "Dissenting Shares") forfeits the right to appraisal if, in accord with the WBCA, that holder:
     (1) affirmatively withdraws demand for appraisal of those Dissenting Shares, or
     (2) fails to establish entitlement to dissenters' rights, or
     (3) acts or fails to act, in a way that results in the holder not being entitled to payment.
In this case, the holder's shares of Company Common Stock are deemed converted, as of the Effective Time, into the Merger Consideration that is payable for each share of Company Common Stock. The Company shall give Parent prompt notice of any demands by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings regarding such demands. The Company shall not settle, or offer to settle, or make any payments on any claim regarding Dissenting Shares without Parent's written consent.


Comments:

This contract provision is longwinded and wordy because its author was trying to be precise. However, the same level of precision can be achieved without the confusion and repetetiveness of the original. For instance, notice how the original says at each step that the shareholder must hold shares in accordance with the WBCA. By pulling the WBCA clause out front and making clear that its scope includes all three conditions listed, the listing itself becomes clearer. The original also fails to make clear the logical relations among its steps, using the imperative "shall" where the intent is to conditionally link several clauses as If—Then statements. The necessary and sufficient conditions for payment are further obscured by using logically problematic phrases such as "provided, however," which can be interpreted either as meaning that if the latter clause holds, then the former does, or as meaning that the former holds if and only if the latter does. The difference here is between giving a non-exhaustive versus an exhaustive list of cases where the shareholder forfeits the right to appraisal!

These changes are not simply a matter of eloquence, but of logical accuracy. Once they are made, then one can make the changes necessary to be clear to the document's reader. The end result is a revised provision that is 1/3 shorter than the original — and more precise.



SAMPLE B

Original Trust Provision (135 words):

(b) If any of the beneficiaries shall die before attaining the age of ______ years, the trust for his or her benefit shall cease, and the corpus, together with any undistributed income, shall be paid over absolutely to the then living issue of the beneficiary per stirpes; but if there be no issue, then to the other beneficiaries if living, either outright, or, if any beneficiary shall not have then attained the age of ____ years, in trust, to be added to, held, administered, and distributed as part of the trust for such beneficiary; but if no beneficiary is not then living, then absolutely to the then living issue of the other beneficiaries per stirpes; and if there is no issue, then to the estate of the beneficiaries for whom the trust was being held originally.


Revised Trust Provision (132 words):

(b) If any beneficiaries die before age ______, his or her trust ceases, and the trust's corpus and undistributed income shall be paid outright to the then living issue of the beneficiary per stirpes. If there is no issue, then the corpus and undistributed income shall be paid outright to the other beneficiaries over age _____. For any beneficiary under age ______, the corpus and undistributed income shall be added to that beneficiary's trust and administered as such. If there is no then living beneficiary, then the corpus and undistributed income shall be paid outright to the then living issue of the other beneficiaries, per stirpes; and if there is no issue, then the corpus and undistributed income are payable to the estate of the beneficiaries for whom the trust was originally held.

Comments:

In this case, the original is not too long, simply too confusing. The entire provision is one sentence, making it very hard to follow the logical connections between steps and hard to understand what are actually some conceptually easy conditions on how the trust money should be dispersed. There is no need for such confusion, given that the provision amounts to a decision tree that tells how the money in trust should be dispersed for those over and under a certain age, and for beneficiaries with and without children. What readers of the document need to know is what happens if:

(1) any beneficiary dies before a certain age, either with or without descendants,
(2) any beneficiary is under a certain age,
(3) there is no living beneficiary
(4) there are no descendants of any beneficiary

By breaking these apart into separate sentences, the meaning of the provision becomes clear. And when it's clear, it's obvious that there are some mistakes in it. For instance, the fourth clause reads "if no beneficiary is not then living" where the intent is obviously to explain what happens when there is no living beneficiary. The double negative here muddies the meaning and contributes to the overall confusion in the provision. There is also an overuse of imperatives where simple statements of fact suffice. An imperative can be useful to direct what happens if certain conditions hold, as in the clause concerning no living beneficiary. However, it is nonsensical when used as a description of fact, as in the clause directing that someone shall be below a certain age when the point of the provision is to specify what happens to the trust if someone is below a certain age.

Clarifying confusing langauge does not always result in a shorter document. Sometimes a document is hard to understand because it is too terse, filled with technical jargon where plain language explanation is clearer. But plain language can be as precise as technical jargon without being wordy. The changes here make this trust provision easier to understand without adding to its length — enabling one to focus on the document's intended meaning.



SAMPLE C

Original Employee Securities Option Plan (288 words):

In order to provide flexibility and to provide the employees with the rights to elect to receive securities in the category they want, the Board of Directors deems appropriate to propose to the shareholders' meeting to consider and approve the implementation and establishment of the ESOP and to consider and approve the offer and sale by the Company of the ordinary shares and/or warrants to purchase the ordinary shares of the Company (the "Warrants") to employees having qualifications as set out in the details of the ESOP, provided that qualified employees under the ESOP (the "Employees") shall indicate their intention in the declaration notice to elect to receive the securities in the category of either ordinary shares or Warrants, and submit such notice to the Company indicating only one category of the securities, i.e. shares or Warrants they wish to receive. In case all employees elect to receive and subscribe only the ordinary shares, the number of ordinary shares to be issued under the ESOP shall not exceed 15,000,000 shares (Fifteen Million Shares) or in case all employees elect to receive and subscribe only the Warrants, the number of the Warrants shall not exceed 15,000,000 units (Fifteen Million Units) and the ordinary shares reserved for the exercise of the Warrants shall not exceed 15,000,000 shares (Fifteen Million Shares). In case some of the employees elect to receive and subscribe only the ordinary shares and the other employees elect to receive and subscribe only the Warrants, the number of ordinary shares actually issued to the employees plus the number of ordinary shares reserved for the exercise of the Warrants actually issued shall altogether not exceed 15,000,000 shares (Fifteen Million Shares).


Revised Employee Securities Option Plan (106 words):

The Board of Directors proposes that the shareholders implement and establish the Employee Securities Option Plan ("ESOP"), in order to give employees the right to receive securities in the categories they choose. The Board proposes that the shareholders consider and approve the Company's offer and sale of ordinary shares and/or warrants to purchase ordinary shares of the Company ("Warrants"), to employees qualified according to the ESOP, if those qualified employees indicate in the declaration notice their choice of securities in the category of either ordinary shares or Warrants. The total number of shares and/or units altogether offered under the ESOP shall not exceed Fifteen Million.


Comments:

This disclosure suffers from a number of common problems. First, in attempting to be precise it goes overboard in detail. But instead of making the Plan clearer, this additional detail only serves to confuse the reader more. In order to be clear and precise, the long, clause-laden sentences must be broken up; only then can the reader process each bit of information conveyed. Notice that the entire paragraph only contains 3 sentences, the first of which is 10 lines long! Breaking this into separate sentences, beginning with a clear statement of what is being proposed, makes clearer what the reader is supposed to take away from this disclosure. Verbs, rather than nouns, help here. Notice that when a noun is used instead of a verb, there is a proliferation of prepositions, adding to the overall muddy feel of the disclosure. Once the reader knows what the main point is, then the disclosure should state once clearly the conditions of the Plan. The disclosure also makes the common mistake of adding numerous clauses designed to cover all possible contingencies. However, repeating the conditions several times adds nothing; it just makes the reader think that something different is being said each time. Similarly, there is no need to spell out separately all possible combinations of shares/warrants. The point, after all, is that the total of these cannot exceed a specified amount. Simply making that clear eliminates the need for the detailed summary of all contingencies.

This sample thus shows how insecurity about the logical force of what one is saying can hurt the clarity with which one says it. If we attend to the logical relations between the parts of the disclosure, we can see that much of the confusing, extraneous material can be eliminated, resulting in a plain language document that is both clear and concise.


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