Corporate & Securities Law

Proofreading Tips?

By Ken Adams

I recently received the following inquiry from reader Kathleen:

I was wondering, do you have a proofreading system or any tips? Especially for when there is quick turn-around and I don’t have time to let a document sit to come back with fresh eyes (and I don’t have access to someone who can proofread for me). I would appreciate any suggestions.

You can find plenty of proofreading tips online. As usual, what applies to narrative writing won’t necessarily apply to contracts. For example, reading your 30-page draft asset purchase agreement aloud or backwards would be more likely to drive you bonkers than help you spot glitches. So here are my suggestions, starting with the most useful (Kathleen mentioned the first two):

• Set your draft aside for at least a few hours?ideally overnight?so you can return to it refreshed.
• Have someone else give it a readthrough.
• For your proofreading, use a printed copy. If you do your proofreading on screen, you’re likely to miss stuff. And you might forget entirely to check any headers and footers, leading you to send out a draft with, for example, a wrong date in the footer and no page numbers.
• Use the spell-checker.
• Consider using another information-technology checking tool such as DealProof or Lexicon.
• Search for any words or phrases you have trouble with. For example, you might want to search for shall to make sure (1) that each shall passes the “has a duty” test and (2) that you really do want to express an obligation rather than a condition.

Someday I’d like to develop software that would check for MSCD compliance. But that won’t be happening anytime soon. 

Anyone wish to add anything?

Full post as published by AdamsDrafting on January 06, 2009 (boomark / email).