tag:blogger.com,1999:blog-53215362008-04-30T10:35:34.086-04:00Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comBlogger99125tag:blogger.com,1999:blog-5321536.post-1160510377517870482006-10-10T15:17:00.000-04:002006-10-10T15:59:37.586-04:00

The New York Times has noted Sun's position that the SEC should allow disclosure via Internet, as I previously noted just below. H/T Professor Bainbridge.

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1159894304922586672006-10-03T12:44:00.000-04:002006-10-03T12:51:44.963-04:00

Sun Microsystems thinks that SEC governed material disclosures should be allowed in forums other than conference calls and formal press releases, like on the CEO's blog. And Sun CEO Jonathan Schwartz and General Counsel Mike Dillon decided to do something about it. It still seems to me that an announcement must be made in a more traditional forum, perhaps the way you announce the upcoming

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1159472893951772892006-09-28T15:42:00.000-04:002006-09-28T15:48:13.963-04:00

I've written here before about some drafting issues, particular my dismay that very smart lawyers and good drafters have no idea how to use which and that. And this can be a problem because one is merely descriptive and one is actually limiting. So, I just ran across this blog by a Ken Adams, who teaches at UPenn law and apparently has a speaking/seminar business. Good stuff, where he suggests

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1142363547717359462006-03-14T14:10:00.000-05:002006-03-14T14:12:27.726-05:00

So, how do you define Controlling Shareholder for purposes of determining if the Revlon duites apply - as opposed to determining if the duty of loyalty is compromised thereby invoking the Enhance Fairness Test?

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1129639213078126582005-10-18T08:38:00.000-04:002005-10-18T08:40:13.080-04:00

Well, I've been the unfortunate victim of blog spam. What a bunch of losers. Never fear, I have a list of businesses to never patronize. So, if you wish to comment, you gotta log in. Now, back to this damn Operating Agreement and restricted profits interests.

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1126620666227339932005-09-13T10:05:00.000-04:002005-09-13T10:11:16.130-04:00

Why do so many lawyers get it wrong? Why don't lawyers use the final serial comma. For instance, in the phrase "negotiation, preparation, execution and delivery", why is there no comma after execution? Why can't lawyers get the difference between which and that straight - especially considering that one is limiting and one is not?

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1125596731594423532005-09-01T13:44:00.000-04:002005-09-01T13:45:31.600-04:00

I'm not in one of those multi-office 500-lawyer firms, but a smaller 60 person operation in the upper southeast. My firm is matching and doubling all contributions of the attorneys and staff. How about yours?

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1117114438210219742005-05-26T09:33:00.000-04:002005-05-26T09:33:58.243-04:00

More beautiful words have seldom been spoken.  You see, after spending weeks on a big closing, finally getting it done, and then shifting over to the deal-you-haven't-even-thought-about but now has to close immediately, it's nice to find out the client came to its senses and decided to take Memorial Day weekend off.  And now you can too.

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1115241633623095752005-05-04T17:20:00.000-04:002005-05-04T17:20:33.676-04:00

The Bar Man at Life As a Lawyer has a companion entry to my Brick Wall comment.  Ah yes, that is Life As A Lawyer.   Check it out.  It's my other blog and kind of what this was becoming.  And watch for the coming Podcast.

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1115240364367204462005-05-04T16:59:00.000-04:002005-05-04T16:59:24.446-04:00

There is this phenomenon called The Brick Wall™.  Lawyers know it well, if they don't know it by its name.  You are productive - indeed, hyperproductive - from the minute your butt hits your chair in the morning - even before your first cup of coffee.  The productivity continues, you almost forget to have lunch.  The afternoon rushes by, documents are flying out of your office and off your

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1114808874732892172005-04-29T17:07:00.000-04:002005-04-29T17:07:54.733-04:00

I think it's time for a beer.  Who wants a Guinness?

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1114715028905203852005-04-28T15:03:00.000-04:002005-04-28T15:03:48.906-04:00

I'm a transactional attorney, so I don't like negotiating with litigators.   When you negotiate with a trial lawyer, one of three things will happen.   (1) You might be able to steamroll the trial lawyer with wonderfully favorable provisions because the trial lawyer doesn't understand transactions.  (2)  You might have a difficult negotiation, where the difficulty arises from the

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1114609501278886732005-04-27T09:45:00.000-04:002005-04-27T09:45:01.276-04:00

Why is that language that seemed perfectly clear when you reviewed it suddenly seems to mean something totally different when you have your client on the phone?  There's no telling what a court might say 3 years from now!  Yes, drafting contracts is an art and an imprecise one at that.  That's why clients that are unwilling to pay for careful drafting should assume complete liability for

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1114544926824435912005-04-26T15:48:00.000-04:002005-04-26T15:48:46.826-04:00

As a business lawyer, you know you are in trouble when you get a call from counsel to the other side of your negotiations who refers to the matter as a "case" or a "claim".  Dude, we are just negotiating a severance package.  What "claim?"   But it doesn't mean they are bringing suit so much as it does mean the other lawyer may not practice much outside the courtroom.  And that can't make

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1114533168600575372005-04-26T12:32:00.000-04:002005-04-26T12:32:48.600-04:00

That seems to be the question on a lot of people's minds.  Who needs copyright law?  Why should it be enforced.  If you are preventing me from making copies of your research paper or your song, you're just a fascist.  I admit I need to read up on this, on Creative Commons and all that, but I just have the reflexive revulsion to the reform copyright movement.  It may not be fair, but it just

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1114532402901992542005-04-26T12:20:00.000-04:002005-04-26T12:20:02.900-04:00

For some reason, I was just remembering this "law review" that I used to get about 10 years ago.  It was called "Sci Fi Law Review" or some such and was a rather serious endeavor to imagine the future.  And to do so in law review style, with scholarly looking articles, complete with fake citations and footnotes.  It was published out of some law school (maybe in California).  Don't know if

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1114530657783565842005-04-26T11:47:00.000-04:002005-04-26T11:52:38.643-04:00

WHAT UP? Just realizing how annoyingly boring practicing law can be. It's not all challenging intellectual puzzles. Often, it's simply the labor of drafting. Alas.

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1112812534527764732005-04-06T14:29:00.000-04:002005-04-06T14:35:34.530-04:00

BASIC AGREEMENT DRAFTING One mistake often made by novice or non-transactional lawyers - and it serves as a billboard announcing their inexperience - is the presence of covenant provisions within a client's representations and warranties. If you want to obligate your client or the other party, move the language out of the reps and warrantes. Reps and warranties deal only with factional

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1110403399767549832005-03-09T16:22:00.000-05:002005-03-09T16:23:19.770-05:00

LIBOR Here's a thoughtprovided, however, that in the event that the day on which payment relating to a LIBOR Rate Loan is due is not a Business Day but is a day of the month after which no further Business Day occurs in such month, then the due date thereof shall be the next preceding Business Day.Discuss.

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1104263253617542322004-12-28T14:42:00.000-05:002004-12-28T14:47:33.616-05:00

WTF? I really haven't updated since July? With all the incredibly insightful things I've had to say during this time? Shocking, I tell you. Just shocking. How bout a little APA stuff to tide you over until something profound appears here.Sellers own and have good title to their Tangible Personal Property, which are, as of the Closing Date, will be free and clear of any and all Liens other

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1090869038467684852004-07-26T15:07:00.000-04:002004-07-26T15:10:38.466-04:00

NOT FULLY COMPETENT  I can't stand it when the lawyer on the other side of the transactoin just doesn't have as much experience and it forces you to do the documents because his will be garbage.  With the resulting additional cost to you selling client.  But, it's the only way to protect your client, so you do it anyway. But that's the problem with some of your more generalized law

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1090418171148073392004-07-21T09:55:00.000-04:002004-07-21T09:56:11.150-04:00

BUSINESS LAW WEBLOG  will return.  Just hang in there.  I'm reconsidering how to make better use of this as a tool for me to work through issues and for the reader to learn a thing or too.

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1083781632870080042004-05-05T14:27:00.000-04:002004-05-05T14:30:37.780-04:00

SPACELAW - THE FINAL FRONTIER. Glenn Reynolds discusses property rights in outer space. One would hope that when we get there, private property rights will be recognized, otherwise, the final frontier would be red. And excerpt:First, no international authority should have exclusive rights to extract space resources. Such an exclusive role would contravene the 1967 Outer Space Treaty's

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1082147028555263382004-04-16T16:23:00.000-04:002004-04-16T16:26:41.810-04:00

I GOT YOUR ENTERPRISE SOLUTION RIGHT HERE Is this a joke? Here's a story, no doubt cribbed from a press release, that describes the company "Smart Online®" as "a leader in web-delivered business-critical software for small businesses." Does that say anything at all that has any meaning? Does it say nothing more than you have to download our software, which we think is useful for small

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.comtag:blogger.com,1999:blog-5321536.post-1081446523882439442004-04-08T13:48:00.000-04:002004-04-08T13:51:28.746-04:00

LLC OR S-CORP? DON'T LOOK TO ONLINE ADVICE I don't know if this article is wrong because it is simplified for mass consumption or because it is legal advice being rendered by the alphabet soup author, who's a "CMA CFM CBM". Anyway, if you want to know what's the best entity for you, hire a lawyer.

Business Lawyerhttp://www.blogger.com/profile/12550590028398316738noreply@blogger.com