Friday, February 27, 2004

MARTHA STEWART Although I have often thought Martha belonged in jail because of her crimes against food and the horrid From Martha's Kitchen on the Food Channel, I'm glad to see the judge has thrown out the securities fraud charge that I think the prosecution brought in bad faith. To find that publicly defending yourself against an insider trading charge is an attempt to fraudulently prop up the price of your own company's stock would be an evisceration of the fifth amendment right against self-incrimination.

Now, for real punishment, I'd like to see Martha locked in a cell with Alton Brown and his favorite assortment of kitchen hardware and other gadgets.

Tuesday, February 17, 2004

CARNIVAL OF THE CAPITALISTS I've added a link to the aggregation of business blog posts called "Carnival of the Capitalists". A good read. I just can't remember why I failed to participate when asked. Must have something to do with billable hour requirements.

The Carnival appears at different sites, so I'll try to keep the link to the left updated. If I fail, I'm sure Tasty Manatees can point us to the latest incarnation.

Monday, February 16, 2004

STATE WINS Watching Duke and State play was like watching the Democratic Primaries -- I don't have a dog in the fight, I just want to see them both lose. That's not possible, but I still mustered some joy at seeing Duke lose. Problem is, I'm going to have to hear how great "the Pack" is and look at State car flags for the next week.

The bright side: this will help secure Herb Sendek's job.

Friday, February 13, 2004

SCHEDULE PREPARATION So, what's worse? Preparing Seller's schedules to an Asset Purchase Agreement, or borrower's schedules to a Loan Agreement? Discuss amongst yourselves. In any case, if clients would take this process seriously, they could save a lot in legal fees -- and eliminate potential risk.

Wednesday, February 11, 2004

TIP FOR THE DAY When drafting or commenting on a Purchase Agreement, remember whether you are dealing with a purchase of stock or assets, and if assets, remember what assets you are purchasing. If an asset purchase where you aren't getting the accounts receivable, there's no need for a covenant preventing the seller from writing down or writing off those receivables. Why would the buyer care?

Tuesday, February 10, 2004

PRACTICAL REALITY Here's some advice for you. If a lease, by it's terms, does not require the consent of the landlord to assignment, don't make it a condition to closing. Especially if you are 20 years into a 40 year term. Don't you think that the landlord may be a little pissed about his lack of foresight back in 1984 when he didn't include yearly rent increases? That's really what we need to do -- give the landlord leverage that he'd have never had by telling him we need his signature to close our deal and get our money.

I don't care how material the lease is, he can't terminate it because you assigned it if the lease clearly allows assignment.