The Lawyer's Toolbox
A Perfect Game? UCC Article 9 Collateral Types
Perfectionists will tell you that practice makes perfect and in the next breath, after disappointing you with their imperfections, tell you that nothing is perfect and perfection is impossible. It strikes Toolbox that these people should study UCC Article 9 secured transactions, where perfection is not just an aim, but also a requirement. Maybe law school curricula focus more heavily on UCC Articles 2 and 3 because sales and commercial paper don't have to be perfect (at least not if you're the store or the bank). And as law students are always striving for perfection (and sometimes just have to settle for learning to prioritize and making a few attachments in a study group), what better vehicle to teach the futility of the endeavor than by all the vagaries of drafts, notes and installment contracts. Article 9 is a different animal altogether, one that renders perfection a necessity of securing one's interest in a debt. So if you look at this week's second download, you'll see that Toolbox has decided to give priority to an attachment about UCC Article 9 basics. How perfect is that?
Continue reading "A Perfect Game? UCC Article 9 Collateral Types "
I'm Just A Bill, Yes I'm Only A Bill: Key Provisions Of Financial Regulatory Reform Legislation As It Impacts Life Insurers
Maybe it was a simpler time, but it sure seems like "Bill" from Schoolhouse Rock would have a tougher row to hoe in order to become a law now than back in the 70s when he first described his process:
-
I'm just a bill.
Yes, I'm only a bill.
And I'm sitting here on Capitol Hill.
Well, it's a long, long journey
To the capital city.
It's a long, long wait
While I'm sitting in committee,
But I know I'll be a law someday
At least I hope and pray that I will,
But today I am still just a bill.
Not that Bill made becoming a law sound easy, but there's nothing in the song about lobbyists, threatened filibusters, reconciliation, nuclear options, the impact of the Tea Party on upcoming elections or even Nebraska's Medicare payments. So it is that the much ballyhooed financial reform legislation is just sitting there on Capitol Hill, waiting it out in various committees. And lawyers have as much interest in the bills as anyone, as it impacts your practice. Today we're going to look at how these bills might affect lawyers for life insurance companies.
How To Handle Shy Companies: Going Private Timelines
Like hemlines, the number of "going private" transactions goes up
and down with trends. Before the meltdown, private equity seemed to
rule the world and notable going private transactions seemed to occur
on a daily basis. Then, like the dinosaurs, the deals just disappeared.
Unlike the dinosaurs, "going private" may be ready for a comeback
(unless the current deal environment is just the equivalent of Jurassic Park
— lots of bluster for a not too good flick.) Anyway, for Toolbox, the
term "going private" seems mysteriously simple, and yet the
transactions are anything but. By media accounts, it's like a public
company gets bashful all of a sudden, begins to blush, de-lists its
public shares and goes to hide in a closet somewhere. But there's
actually a method to the process that allows the privatized entity to
continue post-public as if nothing ever happened (save the obligatory
cost-cutting measures and fealty to new ownres). So what's the process
that finds a public company going private?
Continue reading "How To Handle Shy Companies: Going Private Timelines "
There's An App For That? Introduction to Employment Practices Liability Insurance
With unemployment hovering somewhere between 9.7 and 18 percent
depending on to whom you talk, Toolbox figures a lot of discouraged
former employees are feeling screwed — some enough so to file a lawsuit
alleging some form of wrongdoing by their employer in letting them go
or in dealing with them while they were working. And applying the old
adage (ok, Toolbox made it up), "Where there's a risk, there's an
insurance policy for it," you figure there ought to be some way for an
employer to insure against alleged misdeeds in its hiring, firing and
maintaining practices. And by gosh, there is. It's called employment
practices liability insurance. Most have probably never heard of it
because it's a fairly select group that would have use for it.
I Most Certainly Do Not: Estate Planning for Unmarried Couples
According to the Census Bureau, there were recently 6,214,000 households consisting of unmarried partners as of 2008 (2.581 million with children under 18). Here's betting that, like Toolbox, these folks didn't do Valentine's Day. C'mon, if you can't even muster a $10.00 heart-shaped box of chocolates once a year, getting down on one knee to ask for marriage (or however it's done these days...Twitter?) or other domestic arrangement would seem to be beyond all bounds of reasonable behavior. But especially considering that so many of these households sport kids, they must also sport immensely complex financial arrangements. At least when you're married, for better or worse, for richer or poorer (in the context of this week's article, let's assume richer; in the context of the current economy, poorer), until death do us part, your finances are legally entwined with your other. But when you're just shacking up, with kids to boot? Imagine the estate planning. Wow. Toolbox might have to reconsider this whole anti-Valentine's Day thing.
Continue reading "I Most Certainly Do Not: Estate Planning for Unmarried Couples "
Breaking Up Is Hard To Do...Or At Least Harder Than Most People Think: Section 2 Of The Sherman Act
Toolbox does chocolate and even the occasional rose, but it doesn't do
Valentine's Day, which is why this week's lead article is about the
breaking up that occurs after too much getting together, even if it's
just two days after V-Day. It seems to Toolbox that the principles
behind the Sherman Act's antimonopoly provisions aren't all that
different from those in any good relationship. There is a natural
monopolistic tendency in all relationships. But is there any bigger
relationship killer than trying to monopolize the object of
one's affection? In personal relationships, as in business, the
opposite of trust is antitrust. If one partner conspires to or connives
to restrict their beloved from other life-markets, that partner will
kill the latter's competitive spirit — that which makes them vibrant —
and, eventually, that will kill the violating partner, as monopolistic
bloat devours what was formerly the lightness of romance. Just like in
business. At least that's what Toolbox has learned from a cursory study
of antitrust law. So this V-Day just past, Toolbox committed to
stamping out antitrust in personal relationships. That doesn't mean
this is a clarion call for open relationships, but rather for
relationships that foster competitive spirit.
This Murderers Row Wears Pinstripes, Too: Assembling An IPO Team
From the 2010 has "year of the IPO written all over it" department:
Toolbox thinks we'd all have a lot more fun in life if the regular
working world were more like sports. Then we could have draft days,
where we all sat around waiting to be picked for whatever team needed
our services most. And Toolbox thinks right about now, after years of
draught, the IPO market is set to have a big draft day because there
are private companies itching to score in the public arena after a
years' long hitting slump. And so today, you get to be GM, manager and
talent scout all in one, as we draft the IPO Team.
Continue reading "This Murderers Row Wears Pinstripes, Too: Assembling An IPO Team "
More Than A Corporate Tightrope Act: What's In A Balance Sheet
Once
every couple years or so, someone asks Toolbox what's in a company's
balance sheet, and invariably the first thing out of Toolbox's mouth is
an item actually found on the statement of cash flows, or worse, an
item found on a company 8-K filing. But that's why Toolbox readers are
lawyers and not accountants — because we cannot be counted on to
remember, item for item, what goes into that "snapshot in time" of an
entity's financial condition. Toolbox is really good at remembering
case citations, like Gideon v. Wainwright, 372 US 335 (1963) or United States v. Nixon, 418 US 683 (1974). And who could forget Bush v. Gore,
531 U.S. 98 (2000)? That's already an oldie. But as to whether it's
assets + liabilities = stockholders' equity or some other permutation,
Toolbox needs a cheat sheet. And you may feel likewise when some of
your clients with accounting know-how try to put you on the spot.
Continue reading " More Than A Corporate Tightrope Act: What's In A Balance Sheet "
If All The Leaves Are Brown, And The Sky Is Gray, Maybe Don't Buy The Property: Environmental Due Diligence Checklist
It has long been the case that any company (or individual for that
matter) that buys another company that was ever involved in chemicals
or textiles or energy production (or was even just buying land from
such an entity), had to worry about all manner of environmental
headache that could not only complicate the deal, but result in future,
unknown liability. Now that we live in the era of green, checking out
one's environs before buying a hunk of land is even more important,
lest your client find out after the fact that the land has a secret
volcano on it and will emit noxious gases that might be taxed at some
point in the not-too-distant future. (Hey, anything is possible.)
That's what environmental due diligence is all about — maybe not to
find a volcano (that would probably be obvious) but for other potential
liabilities.
Lawyer, Meet Shareholder Agreement; Shareholder Agreement...Lawyer: Introduction To Drafting Corporate Agreements
Learning
to draft agreements, as opposed to analyzing those that failed on some
level, comes somewhere during the fifth year of law school, which is to
say, not at all. That's why new associates flock to drafting seminars
and snap up drafting guides and forms. As a drafter in its own right,
Toolbox thought it would lend a hand with a broad overview of the
drafting process. First you need some good avoidance techniques —
YouTube and video games do the trick. Then you need a snack. Finally,
you can sit down and make phone calls before panicking about the
looming deadline for the draft agreement you're supposed to have done
in the morning. But that deadline won't even make you break a sweat if
you've fully digested
Introduction to Drafting Corporate Agreements, by Alyssa A. Grikscheit (Goodwin Procter LLP), who chaired PLI's recent seminar Drafting Corporate Agreements.
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