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It’s true that trying to state complicated necessary and sufficient conditions will inevitably involve a ton of essential complexity due to the nature of the su
by aragonite 2y ago
It’s true that trying to state complicated necessary and sufficient conditions will inevitably involve a ton of essential complexity due to the nature of the subject matter, but there may still be room for improvement by eliminating additional accidental complexity introduced by e.g. cumbersome syntax. I think by "legalese" the authors probably have in mind only the accidental complexity introduced by the distinctive, convoluted syntax of legal language.
For instance, here [1] is a random paragraph I found in a contract that I think is pretty good example of "legalese", and here [2] is my attempt to rewrite it for readability. All the essential complexity remains, but I think (hope!) much of the accidental complexity has been removed. :)
[1] 3.3.4 Date of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company or book entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books or book entry system are open.
[2] 3.3.4 Date of Issuance. To determine the record date for ownership of Common Stock shares (whether issued as a book entry or certificate), ask: Were the Company's stock transfer books and the Warrant Agent's book entry system open when the Warrant was surrendered and the Warrant Price was paid? If yes, the record date is that same date of surrender and payment. If no, the record date is the close of business on the next day when the books and systems are open.
- torstenvl 2y agoWhat's a "record date"? How is it significant? What other provisions use that term?
- aragonite 2y agoIt's when a company takes a static snapshot of who officially owns shares which is then used to determine who's eligible for things like dividends or voting on company decisions. You'll often see it in dividend declarations (e.g. "shareholders of record as of March 1st will receive ...." Then if you want that dividend, you need to be officially listed as a shareholder by March 1st.)
- pasc1878 2y agoYes but that definition is not in the rule you rewrote - so you need to add to what you wrote. I suspect you will end up with something similar to the original.
- Arelius 2y agoOne problem I see with your rewrite, is it's written in a style such that it appears to be a responsibility of a party of the contract, but failes to specify which party. Where the original reads as a statement of state and fact.
- NordSteve 2y agoIn the original, if either the stock transfer books of the Company _or_ the book entry system of the warrant agent are closed, the person becomes a holder on the next date when either are open. In your rewrite, if both the stock transfer books and the book entry system of the warrant agent are closed, the person becomes a holder on the next day when both are open. If you search for the language of the original, you'll find a bunch of examples of the exact same language. I'm with the others that this is well-litigated language that no one wants to change. https://www.bing.com/search?pglt=161&q=Each+person+in+whose+name+any+book+entry+position+or+certificate+for+shares+of+Common+Stock+is+issued+shall+for+all+purposes+be+deemed+to+have+become+the+holder+of+record+of+such+shares+on+the+date+on+which+the+Warrant%2C+or+book+entry+position+representing+such+Warrant%2C+was+surrendered+and+payment+of+the+Warrant+Price+was+made%2C+irrespective+of+the+date+of+delivery+of+such+certificate%2C+except+that%2C+if+the+date+of+such+surrender+and+payment+is+a+date+when+the+stock+transfer+books+of+the+Company+or+book+entry+system+of+the+Warrant+Agent+are+closed%2C+such+person+shall+be+deemed+to+have+become+the+holder+of+such+shares+at+the+close+of+business+on+the+next+succeeding+date+on+which+the+stock+transfer+books+or+book+entry+system+are+open https://www.bing.com/search?pglt=161&q=Each+person+in+whose+....
- missingrib 2y agoPretty easy to fix: [2] 3.3.4 Date of Issuance. To determine the record date for ownership of Common Stock shares (whether issued as a book entry or certificate), ask: Were the Company's stock transfer books or the Warrant Agent's book entry system open when the Warrant was surrendered and the Warrant Price was paid? If yes, the record date is that same date of surrender and payment. If no, the record date is the close of business on the next day when either the books or systems are open.