The Lawyer's Toolbox
Put That In Your PIPE And Smoke It: Private Investment in Public Equity FAQ
Continue reading "Put That In Your PIPE And Smoke It: Private Investment in Public Equity FAQ"
Getting Away From It All: Taking A Company Private
Continue reading "Getting Away From It All: Taking A Company Private"
Getting To Yes Can Involve A Lot Of No and Maybe: Negotiation Strategy And Tactics
Someone once told Toolbox that it was "a lousy negotiator." You'd think
with a drill, hammer and two screwdrivers in
its quiver, that wouldn't be the case, Getting to Yes to the
contrary notwithstanding. Toolbox is a lover, not a
fighter. Still, TB later realized that hurling the epithet, "you're a
lousy negotiator" was, in and of itself that
actor's negotiating posture. Toolbox knows that having now expanded its
arsenal to include Negotiation
Strategy and Tactics, by Harry
Rubin (Ropes & Gray), for it puts negotiation in a context that
Toolbox can understand. And although Rubin acknowledges
that "there is no predetermined or 'one size fits all' formula for
successful negotiations, the proposed analytical
framework for preparing, structuring and conducting negotiations,
together with the following salient factors and
variables, should help achieve optimal results." The framework is mostly
about preparation, yours and your client's:
What Credit Card Limit? Debt Settlement Regulatory And Enforcement Update
You wouldn't know it from all the yammering on TV, but consumer credit is still expanding, despite "the crisis." The last time
Toolbox checked (January 2010 Fed Statistics, it
was growing at slightly more than a 2% annual clip, with the total outstanding bill at around $2.2456 trillion, of which
$864 billion is revolving (better known as "on plastic"), which doesn't include write-offs of bad debt. (Phew,
Toolbox's percentage of the total is no more than infinitesimal, even while the monthly bill it receives makes Toolbox
feel like he's the Atlas of debt.) It's no wonder that the most prevalent ads on the airwaves (other than buy and/or
sell gold) are those for debt reduction companies. Toolbox being old school shudders at the thought of using one of
these outfits; however, TB has a pal who engaged one (let's call him "No Longer Maxed-Out Max," and he's back to eating
dinner out again, while Toolbox is sawing through ham and cheese sandwiches at home). Maybe these companies are the
reason why the revolving debt of Americans is actually declining ever so slightly over the past year or so. So what's
the deal with these debt reduction companies? Can they be trusted? Are they properly regulated? Enquiring revolving
debt carriers want to know.
Continue reading "What Credit Card Limit? Debt Settlement Regulatory And Enforcement Update "
When "Liquidity Event" Has Nothing To Do With Beer Or A Close-Out Sale: VC Deal Terminology
Toolbox doesn't want to jinx the recovery, so it won't say business is quite booming, but from where things started a
little over a year ago, things aren't half bad. You can't even find good clearance sales anymore — always a sign
of at least a decent economy, if not quite Happy Days Are Here Again. But if you really want to know what's
bubbling underneath the surface, you have to know what the real moneyed are doing, that is the VC guys and gals. When
their buy-ins to start-ups are increasing at a fast clip, start singing. And things definitely bottomed out for VC along
with the rest of the economy — VC activity in biotech is even sort of booming a little bit. Maybe now's the time
to think about being a lawyer on that end of things.
Rah, Rah, Ah, Ah, Roma, Ro-Ma Ma Ain't Shakespeare Or Clive Cussler, But It Makes Great Music: Overview Of The Music Publishing Industry
As Toolbox writes these words (which is a few weeks ago), the number one song on Billboard's Hot 100 is Break Your
Heart, by Taio Cruz, featuring Ludacris. Not to show its age, but Toolbox is sure it has never heard that song (it
did take a sneak listen, courtesy of Billboard, eh) or numbers 2, 3, 4, 5, 8, or 10, though it does know #6, Tik
Tok, by Ke$ha; #7, Hey Soul Sister, by Train; and #9, Bad Romance by Lady Gaga. (Even Mama Toolbox
knows that one.) And none of that really matters, since TB can't imagine any of the current crop of hot hits making it
to Rolling Stone's all-time 500 top songs list. Then again, if the
"Weem Away" song can make it ("He-ya, Hi-ya, a-weem away a-weem away") who is Toolbox to judge? The all-time list seems
a little heavy on the 1960s, 70s, and 80s, i.e., before the Internet turned the music industry on its head. The industry
has survived, even thrived, since the threat of free downloads arrived. And it seems, once again, that people are more
than happy to pay for published/recorded music, lest they end up with a music selection consisting of guitar-playing monkeys or piano-playing dogs, though there are some entries
in the Hot 100 that don't sound that much different. (Namely, "Blah Blah Blah," though that really is the most honest
song title ever.) So what is the current state of the music publishing industry, and how does it work, from an
entertainment law perspective?
It Ain't Mac & Cheese, But: Negotiating The IPO Comfort Letter
If all deals were consummated over a steaming bowl of macaroni and cheese, fried chicken or other comfort food, who
knows how shareholders might make out, but at least everyone would be happy in the moment. Comfort letters serve a
similar function. It's impossible to guarantee any deal, let alone an IPO, works long term, but you want as good a shot
as possible. And comfort letters, those pre-offering, due-diligence related auditor assessments procured by
underwriters to the effect that the company's financials are what they say they are, offer that shot. Of course, this
being law and finance, even comfort is a tough nut. So, you can run into all manner of difficulty getting your clients
the comfort letters they need.
Continue reading "It Ain't Mac & Cheese, But: Negotiating The IPO Comfort Letter"
But Do Prosecuted Patents Get Fifth And Sixth Amendment Rights? Patent Prosecution For Patent Litigators
Toolbox has always fancied the term "patent prosecution," as if inventions, as opposed to people, were presumed guilty,
and lawyers (and their inventor clients) have to prove them innocent before they can be blessed as patentable. In
trying to ferret out the origins of the phrase, all Toolbox could discern was the etymology of the word "patent" (it's
from the Latin patere, which means "to lay open") and that the concept dates back to 500 B.C., although the modern
patent is more like 600 years old or so. But as for prosecution, Toolbox is sure that has to be a modern invention.
(Ha, he wrote "invention" — blasted unintentional punnery.) So we'll have to leave the history of patent
prosecution for another time. There is more important business at hand, and that is the fundamentals of patent
prosecution for a group of beginners otherwise uninitiated in the art — namely, new patent litigators.
And Where Do You Go If Your Breach Claims Are Against the Federal Courts? Contract Claims Against The Government
One thing is for sure — with 12 or 13 trillion dollars in debt floating around, there has to be a motherlode of federal
contracts work — quite possibly enough for every lawyer in America to get a slice of the representation involved.
Toolbox is even thinking of letting the Fed take over publication of this rag for a stipend...there must be a cash for
curmudgeons program tucked away in some bill. Anyway, where there's a contract, there's potential for a breach or some
other flaw in performance. But, as with every other aspect of dealing with the government, redress is not quite the
same as dealing with the company down the street.
But Do Prosecuted Patents Get Fifth And Sixth Amendment Rights? Patent Prosecution For Patent Litigators
Toolbox has always fancied the term "patent prosecution," as if inventions, as opposed to people, were presumed guilty,
and lawyers (and their inventor clients) have to prove them innocent before they can be blessed as patentable. In
trying to ferret out the origins of the phrase, all Toolbox could discern was the etymology of the word "patent" (it's
from the Latin patere, which means "to lay open") and that the concept dates back to 500 B.C., although the modern
patent is more like 600 years old or so. But as for prosecution, Toolbox is sure that has to be a modern invention.
(Ha, he wrote "invention" — blasted unintentional punnery.) So we'll have to leave the history of patent
prosecution for another time. There is more important business at hand, and that is the fundamentals of patent
prosecution for a group of beginners otherwise uninitiated in the art — namely, new patent litigators.
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