My family recently hosted a delightful young woman from France as part of a high school foreign exchange program. One of our dinners included a plate of sliced fresh avocados, one of our family’s favorite “superfoods.” As we discussed the French word for various items on the table, I discovered that ” avocat ” means “ lawyer” — which I knew from dealings with French counsel over the years — and, of all things, “avocado.”
The dinner conversation reminded me of one of the earliest lessons I learned as a junior associate working on corporate deals — that the definitions of terms in a purchase, loan, securitization, merger or other complex business agreement are critical and often heavily negotiated. Counsel must take great care to ensure that the definitions do not introduce ambiguities or otherwise undo negotiated deal points covered elsewhere in the document. And in ways that only lawyers can love, the definitions can be presented in many styles — at the beginning of the document or the end, in bold or italics, numbered or alphabetical — almost as many choices as there are recipes for guacamole.
