Mergers and Acquisitions

I'm learning about those time-honored corporate transactions known as M&As in class now and thought it would provide the perfect opportunity to do a little merging of my own.

From this day forward Alice in Wonderland ("Parent-blog") will hereby merge with Law-and-Disorder ("Subsidiary-blog") because I realize that I'm just too darn lazy to keep up two blogs at once.

WITNESSETH

WHEREAS the Boards of Directors of both blogs (myself being the sole director, sole shareholder, president, CEO, CFO, COO, employee, and coffee-gopher-intern) have approved the merger;
WHEREAS the subsidiary-blog was failing in performance reviews and returned no profits, as measured by entries, since the end of Winter 2007;

The Parent-blog and Subsidiary-blog shall hereby merge at the Effective Date, Subject to the following terms and conditions:
(1) Parent-blog shall be entitled to all intellectual topics and property formerly designated as the sole domain of Subsidiary-blog;
(2) Parent-blog shall periodically, on a regular and timely basis, produce entries concerning law school and topics related to the legal field in general; and
(3) Subsidiary-blog will cease to exist as an ongoing venture and will only be accessible for archival purposes.

As soon as practicable after satisfaction or waiver of any conditions set forth in subsequent one-woman Board meetings, the parties hereto shall cause the Merger to be consummated by filing with Blogger, and shall to the best of their ability refrain from using this kind of nauseous legalese hereafter.

A Babe in the Financial Woods

My Corporations class has popped my business-cherry.

Crass as it is, I can think of no better way of expressing the eye-opening experience that happens as I get my long overdue baptism into the financial world. I kid you not, ignoramus that I am, I didn't even know what a board of directors was! Now I'm up to my eyeballs in discounted values, rates of returns, capital structures, and all kinds of basic terms I should've learned in highschool!

My prof seems to understand well the predicament that newbies like myself are in. Thus he began the class with a wonderful common denominator: Dr. Seuss.

This excerpt from "Did I Ever Tell You How Lucky You Are?" is supposed to distill the essence of what this course is all about: the problem of making sure that the people working for you are working as well as they can. Or in corporation-terms, making sure that managers don't pull an Enron and screw over the shareholders.

If only Corps would remain this simple and pleasant...

Oh, the jobs people work at!

Out west, near Hawtch-Hawtch,

There's a Hawtch-Hawtcher-Bee-Watcher.

His job is to watch...

is to keep both his eyes on the lazy town bee.

A bee that is watched will work harder, you see.

Well...he watched and he watched.

But, in spite of his watch,

that bee didn't work any harder. Not mawtch.

So then somebody said,

'Our old bee-watching man

just isn't bee-watching as hard as he can.

He ought to be watched by another Hawtch-Hawtcher.

The thing that we need is a Bee-Watcher-Watcher!'

WELL...

The Bee-Watcher-Watcher watched the Bee-Watcher.

He didn't watch well so another Hawtch-Hawtcher

had to come in as a Watch-Watcher-Watcher.

And today all the Hawtchers who live in Hawtch-Hawtch

are watching on Watch-Watcher-Watchering-Watch,

Watch-Watching the Watcher who's watching that bee.

You're not a Hawtch-hawtcher. You're lucky, you see!

Quote of the Day

"So, you really like shopping on HSN huh?"

-Student sitting behind me in Admin Law with a great view of my laptop screen.

Flashbacks of Tax Law

This quote makes me think Mark Twain took tax law before:

"The more you explain it, the more I don't understand it."

Negotiator-self-portraits (see previous post)

School of Hard Knocks

I loved the negotiation workshop because I felt like I was in 2nd Grade again.

You learn a lot in a no-pressure environment, all your classmates are your buddies, and above all, you get to draw a potrait of yourself at the beginning and end of the course to see how much you've learned/changed.

Sadly, some students' after-picture came out arguably worse.

One guy explained his portrait by saying, "The before-me is smiling because I like making win-win deals. But the after-me is no longer smiling because I realize that people can totally take advantage of your cooperative spirit and totally screw you over."

Another student who had an optimistic before-portrait amended it by drawing some frowny faces to indicate his freshly learned lesson: some people are just a pain in the arse to negotiate with because they have unreasonably high demands and won't budge from them.

I myself learned to be more skeptical and untrusting too. Didn't think I could get any more cynical, eh? Lawschool will do this to you. There should be a gate at the entrance of campus with the enscription: Abandon innocence all who enter here.

Don't hate the player...

This week I learned that there are two Christinas.

One is the Real Christina. She is pretty upfront, pessimistic in her forecasts, hates playing mind games, likes to meet people more than halfway, and never insists on her opinions...they are all only half-formed anyway.

That Christina got her butt kicked around in Negotiation Workshops last week and made terrible deals for her pretend clients. In one particularly botched negotiation I said my client would work for essentially $5,000 when the going rate was actually $22,000. Oops.

So say hello to Christina Number Two. She's a tough, hard-bargaining, over-confidant, trash-talking blowhard. She challenges every assumption that is favorable to the other side and exaggerates her own positional strength (ad nauseum). She asks for twice what she would be happy with and four times what would be fair. She feels like an overly aggressive alpha male.

I hate Christina Number Two. But in a world of liers, theives, and scammers, it's play or be played, right?

Or maybe there's a way to change the game...

What I learned from being a student attorney

Well, my summer job ends this week and it finds me having had the "pleasure" of taking 6 different cases for 5 different clients.

All in all I found my experience to be invaluable, but hopefully, a far cry from what I will be doing for the rest of my life.

I never want to deal with indigent suspects again. They steal, they murder, they rape. They’re opportunistic, dishonest, and belligerent. And although there is the occasional “really nice guy,” it doesn’t make up for the 99 jerks out there.

Now don’t get me wrong. Indigent people are usually not so hard to deal with. It’s indigent-people-who-get-in-trouble-with-the-law that are a pain in the ass. And now that I think about it, wealthy-people-who-get-in-trouble-with-the-law are probably equal pains in the ass as well.

But on the other hand, the excitement and the strategy of arguing a case is quite the rush. Sure I’ve always been nervous as hell before every case and then full of self-reproachment of my poor delivery and slow-wit after each trial, but nothing beats the “high” of arguing your case. Well, nothing, that is, except the “high” of winning your case. That is a powerful pharmacon indeed. Winning.

In fact, I could fancy myself being a criminal trial lawyer one day if it weren’t for the fact that (1) I hate my clients; and (2) the caring dilemma.

The “caring dilemma” is a horrible catch-22 which operates like this: If you don’t care about your client, you find your task meaningless and unfulfilling. But if you DO care about your client, your stress-level goes up commensurately.

I had one client that I truly cared about, like he was my own son. Before the trial I poured in hours of preparation, staying up way past my usual bedtime. And after the trial I must’ve berated myself for every little mistake I made and every little advantage I ommitted for atleast 8 hours. And then I couldn’t breathe for the next 2 days until I got the hearing results, which, thank goodness, was “not guilty.” Because who knows, I may have just thrown myself out of a 5th story window if it were otherwise.

Other things I’ve learned:

1. I swear I didn’t do it! You never actually “believe your client.” Instead, you believe strongly that the evidence is consistent with your client’s version of events.

2. Prove it! The burden of proof is a powerful weight which any good defense attorney knows how to leverage to its fullest potential.

3. How to win any argument: Arguing by analogy is one of the most persuasive polemics a person can wager. I flat out won 2 cases just by using an appropriate analogy. “But your honor, convicting my client on this scanty evidence would be like…” And yet how easy and tenuous the logic can be behind a good analogy.

Case 2: Makin' Moonshine

Well, today's trial was much better than the last...kind of.

First of all, the judge was super duper nice. We made small talk entering the courtroom together. Later, after the trial, he said to me, "You know, you were really leading your witness back there during questioning, but I let it go since you're new at this."

Secondly, the ethics was easier. My client didn't suggest that I lie or that he would lie on the stand.

But there was just one small problem: my guy did it.

Bart Lovings*, a 17 year old kid in juvie was caught making moonshine and there was just no way out of it. In juvie, alcohol is contraband so the kids often make "homebrew" by saving their juices in a sealed container until it ferments. Disgusting, but enterprising.

That's just what young Barty was doing when some counselors found some milk cartons, sealed shut with medical tape, in Barty's room. The counselors opened the cartons and found fermenting juice. Case closed?

Maybe for regular folks, but not for lawyers.

You see, there's a saying that lawyers have (and it's absolutely true): When the facts are against you, argue the law.

So that's what I did.

Yes, there was fermenting juice inside a container. Yes it was found in Bart's room and belonged to him. Yes, Bart's explanation for it is ridiculous and improbable (he said he was making protein shakes because he read in a magazine that letting juice ferment creates protein...not too bright).

BUT, is Bart really guilty of the offense he's been charged with? (i.e., Making, manufacturing, or transferring alcohol or intoxicants, or possessing equipment, devices, and formulas for the production of alcohol or intoxicants.)

No. The particular offense is not referring to small fry like Bart. The regulation, as envisioned by the drafters, is really intended for large scale operations and more significant enterprises. The drafters wanted to punish those dangerous teens who would be a distributor of alcohol, continually manufacturing it for widespread consumption throughout the camp.

This offense is too harsh to apply to poor little opportunistic Bart, who was just making an individual-size serving (allegedly).

The most he should be charged with is misuse of products.
But you didn't charge him with that.
So he should go scott-free.
Because it's your fault for charging him with the wrong thing.

I don't know if this argument worked. Judge's decision comes down in a few days. Until then I'm sure young Bartholomew is carefully saving away his juices to make some more homebrew.

*The name of my client has been changed to protect his privacy.

Adventures in Kangaroo Court: My First Trial - The Case of the Flying Falafel*

My client was indicted for throwing a falafel at an officer.

That's right, a falafel.

When I interviewed him about the incident he said to me: Look, I'll tell you right now, I did it. But in court I'm going to say I didn't do it.

Hmmm...I know lawyers are not known for their high ethical standards, but even for a shyster, that seemed clearly unethical to me.

So I said: How about I never put you on the stand and you never testify about anything?

And he said: Ok.

The day of the trial I reviewed with my client, in no uncertain terms, what he was supposed to do: STAY SILENT. NOT ONE PEEP!

I made preliminary motions,
I cross-examined the reporting officer,
I entered documents into evidence,
the whole nine-yards.

And do you know what happened during my closing argument? It caught me so off-guard because in all my thousands of Law & Order viewings I have never seen this happening...

The judge started arguing with me!

Me: So you see, the officer, by his own admission said that he was not facing my client when the falafel was thrown. His back was to my client.

Judge: Yeah, but he could still see clearly that it was your client because he was turning his head as he walked away.

Me: Yes, sir, but the distance between them was quite far and my client was three floors above the officer.

Judge: The officer said he clearly saw that it was your client.

Me: Uh...er...moving on...If my client had intended to hit the officer, the falafel would've landed on the officer's main body area, and not just merely grazed his shoe.

Judge: Well, your guy ain't no Manny Ramirez...like you said, he was far away...

I thought for sure I had lost the trial.

So when it was all over, I told my client: Good job keeping silent! And don't worry, we can appeal.

But we didn't need to.

We won!

*The identity of the food has been altered to protect the client's privacy.