The CrossCheck Blog

Deconstructing Contracts with CrossCheck

Posts by: Steve Gullion

Devils in the Details

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. In Section 1.4 of…

Missing, repeated or out-of-order sections

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…

The Miscaptioned Cross-Reference

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…

Ambiguous Cross-References

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┬ádated December 22, 2019. The following appears in the original document as…

The Wrong Dollar Amount

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…

Cross-Reference to Nowhere

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

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….

Unused Definitions

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…