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Unpublished Paper
BOOK REVIEW: The Three and a Half Minute Transaction: What Sticky Boilerplate Reveals About Contract Law and Practice
ExpressO (2013)
  • Andrea J Boyack
Abstract

This review situates Gulati & Scott’s findings with respect to sovereign debt instruments and the contracting process in the context of a legal profession on the brink of change. Gulati and Scott’s book addresses the inexplicable failure of lawyers to respond to a sovereign debt litigation outcome by clarifying a boilerplate provision after an adverse judicial interpretation. Their fascinating study of boilerplate in sophisticated transactional legal practice is timely and compelling both in terms of the specific story it tells, namely the persistence of the pari passu clause in sovereign debt instruments, as well as its broader implications: Structural flaws in today’s law firms create agency failure. Since sovereign debt is the financial crisis du jour, Gulati and Scott’s discussion of clauses that impact government debt restructuring is interesting in its own right. Furthermore, the agency problems indicated by sticky boilerplate sound a wake-up call to the legal profession. This review builds upon the issues indicated by The Three and a Half Minute Transaction and suggests that transactional practice evolve by embracing models of dynamic contract research and design.

Keywords
  • form contracts,
  • boilerplate,
  • contracts,
  • sovereign debt,
  • sovereign lending,
  • transactional law,
  • law firm practice,
  • legal education,
  • big law,
  • global finance,
  • boilerplate,
  • pari pass,
  • sovereign bankruptcy,
  • debt restructuring
Publication Date
July 29, 2013
Citation Information
Andrea J Boyack. "BOOK REVIEW: The Three and a Half Minute Transaction: What Sticky Boilerplate Reveals About Contract Law and Practice" ExpressO (2013)
Available at: http://works.bepress.com/andrea_boyack/6/