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Full-Text Articles in Law

The Measure Of A Mac: A Quasi-Experimental Protocol For Tokenizing Force Majeure Clauses In M&A Agreements, Eric L. Talley, Drew O'Kane Jan 2011

The Measure Of A Mac: A Quasi-Experimental Protocol For Tokenizing Force Majeure Clauses In M&A Agreements, Eric L. Talley, Drew O'Kane

Faculty Scholarship

We develop a protocol for using a well known lawyer-coded data set on Material Adverse Change/Effect clauses in acquisitions agreements to tokenize and calibrate a machine learning algorithm of textual analysis. Our protocol, built on both regular expression (RE) and latent semantic analysis (LSA) approaches, is designed to replicate, correct, and extend the reach of the hand-coded data. Our preliminary results indicate that both approaches perform well, though a hybridized approach improves predictive power even more. We employ Monte Carlo simulations show that our results generally carry over to out-of-sample predictions. We conclude that similar approaches could be used ...


Introduction: The Three And A Half Minute Transaction: Boilerplate And The Limits Of Contract Design, Mitu Gulati, Robert E. Scott Jan 2011

Introduction: The Three And A Half Minute Transaction: Boilerplate And The Limits Of Contract Design, Mitu Gulati, Robert E. Scott

Faculty Scholarship

The Hofstra Law Review has organized an “Ideas” symposium around our book manuscript "The Three and a Half Minute Transaction". The idea for this symposium came from a debate that occurred at a faculty workshop at the Hofstra Law School some months ago where we were presenting our book manuscript. The topics of conversation included the following: the future of the current big-law-firm model, what value lawyers add in commercial transactions that use boilerplate contracts, why (and whether) boilerplate contracts are so slow to change, why law firms do not generally have R&D departments, the resolution of the Eurozone ...


Traynor (Drennan) V. Hand (Baird): Much Ado About (Almost) Nothing, Victor P. Goldberg Jan 2011

Traynor (Drennan) V. Hand (Baird): Much Ado About (Almost) Nothing, Victor P. Goldberg

Faculty Scholarship

Most Contracts casebooks feature either Baird v. Gimbel or Drennan v. Star Paving to illustrate the limits on revocability of an offer. In this paper an analysis of the case law yields three major conclusions. First, as is generally known, in the contractor-subcontractor cases Drennan has prevailed. However, both it and its spawn, Restatement 2d 87(2), have had almost no impact outside that narrow area. Moreover, almost all the cases involve public construction projects – private projects account for only about ten percent of the cases. This suggests that private parties have managed to resolve the problem contractually. Public contract ...


Virtue Ethics And Efficient Breach, Avery W. Katz Jan 2011

Virtue Ethics And Efficient Breach, Avery W. Katz

Faculty Scholarship

The concept of “efficient breach” - the idea that a contracting party should be encouraged to breach a contract and pay damages if doing so would be more efficient than performance – is probably the most influential concept in the economic analysis of contract law. It is certainly the most controversial. Efficient breach theory has been criticized from both within and without the economic approach, but the most prominent criticism is that it violates deontological ethics - that the beneficiary of a promise has a right that it be performed, so that breaching the promise wrongs the promisee. This essay argues that this ...


Traynor (Drennan) Versus Hand (Baird): Much Ado About (Almost) Nothing, Victor P. Goldberg Jan 2011

Traynor (Drennan) Versus Hand (Baird): Much Ado About (Almost) Nothing, Victor P. Goldberg

Faculty Scholarship

Most Contracts casebooks feature either Baird v. Gimbel or Drennan v. Star Paving to illustrate the limits on revocability of an offer. In this article an analysis of the case law yields three major conclusions. First, as is generally known, in the contractor-subcontractor cases Drennan has prevailed. However, both it and its spawn, Restatement 2d E 87(2), have had almost no impact outside that narrow area. Moreover, almost all the cases involve public construction projects – private projects account for only about ten percent of the cases. This suggests that private parties have managed to resolve the problem contractually. Public ...