Contract of the Week This week’s contract chosen for review is a Stock Purchase Agreement between Siebert Financial Corp. and Kakaopay Corporation dated April 27, 2023. CrossCheck 365 found a number of interesting mistakes in this document. The Missing “Thousand”…
The category of this post is “Contract of the Week”, but this week we will look at several contracts recently filed on EDGAR which have similar errors, all of which would have been detected by CrossCheck 365. In Section 1.4…
Contract of the Week In this post we CrossCheck the U.S. XPress – Knight-Swift Merger Agreement dated March 20, 2023. This contract is relatively clean, with a Verified Score of 96 (out of 100). However, there are 15 erroneous cross-references,…
An orderly outline should be sequential. There should be no repeated section numbers, no missing section numbers, and no out-of-order sections. This is arguably the most basic requirement of good document structure. Also, there should be no “single-item lists,” or…
In many cases, a cross-reference is followed by the caption of the section referred to. For example, “… subject to Section 9.2 (Governing Law)”, where “Governing Law” is the caption of Section 9.2. This is a good practice, especially given…
An ambiguous cross-reference is one which points to two or more sections or subsections with the same label. For example, Section 3.6(c) of the DraftKings / DEAC Merger Agreement dated December 22, 2019. The following appears in the original document as…
It’s common practice to state monetary amounts both in numerals and in words, such as “$1,000,000 (one million dollars)”. If the words and numbers don’t agree, that can lead to serious repercussions. Mistakes of this kind are unusual. They were…
When the Section Referred to Doesn’t Exist If a cross-reference points to a section that isn’t found in the document, that’s obviously a problem. And it happens more than you might think. This error was found in 95% of EDGAR…
Undefined Terms are words or phrases which are capitalized but not defined, not including proper names, dates, and commonly capitalized phrases such as “Board of Directors”. Unfortunately, the number of terms that are normally capitalized is huge and constantly changing….
Terms Defined but Never Used When a term is defined but never mentioned again, that constitutes an “unused definition.” The definition can and should be removed, unless the definition is referred to in a separate document. Importing definitions from other…