Long ago, when it came to billing, lawyers addressed precedents in one of two ways:
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Who’s Zooming Who?
I recently celebrated the 17th anniversary of one of the most significant events of my life.
Back on March 21, 2005, I came to what was, at the time, a stunning realization. I had accidentally fallen in love with a woman with whom I had been working very closely for six years. Luckily for me and all the other potential Defendants in this situation, she came to the same troubling realization about me at the exact same time.
Here are some of the provisions which I have found lurking in purchase orders (a “PO”):
1. The P.O. replaces every provision in the vendor’s quotation and invoice.
2. The provisions of the P.O. include terms set out on the purchaser’s website, which the purchaser may change at any time. All changes will be binding on the vendor. It is the vendor’s responsibility to monitor the purchaser’s website to see which new terms have been imposed on it.
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Accountants: Stay in Your Lane
I like accountants a lot. Most of them. But as for the others, here is something that I always wanted to say when I was practicing law but it seemed like a bad idea at the time while I was looking for referrals: Stay in your bloody lane!
Good accountants do accounting, tax, business consulting and some other stuff that relates to numbers (although the business valuators that I know to seem to think that the average accountant should keep their mouth shut about valuations.)
Bad accountants incorporate companies and draft letters of intent. Poorly. If it was up to me, I would report every last one of them for the unauthorized practice of law.
Did you ever see even a single lawyer prepare a financial statement? No, you didn’t.
I have lots of critical things to say about lawyers, but at least they usually try to practice only the profession for which they are licensed.
Leo Tolstoy said, “happy families are all alike; every unhappy family is unhappy in its own way.”
Mary Karr wrote: “a dysfunctional family is any family with more than one person in it.”
Few lawyers would disagree with the statement that “law school does not teach you what you have to know to be able to practice law.” I imagine that the general public would find that to be surprising. It is called “law school” after all.
I have many thoughts about family business succession. Here are a few of them:
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Landlord Waivers
Banks financing a borrower operating from leased premises typically ask for a waiver from the borrower’s landlord of certain rights under the borrower’s lease. Landlords typically either refuse to give the waiver, resulting in a reduction of the credit available from the bank, or negotiate the terms of the waiver, driving up legal costs for the borrower, who will usually pay the legal fees for three sets of lawyers – the borrower’s, the bank’s and the landlord’s.
Although very few borrowers do it, the best time for you to deal with this issue is when you sign or renew your lease. When the landlord wants your signature, ask the Landlord to agree to provide a waiver to your bank on reasonable terms whenever you are putting new credit arrangements in place.
Many of you will be familiar with the old saying (sometimes attributed to John Adams and other times to Winston Churchill) to the effect that “if you are not a socialist at age 20, you have no heart, but if you are still a socialist at age 30, you have no brain.”
Let’s say that you represent a 40% shareholder in a corporation. You are reviewing a shareholder’s agreement which says that in certain circumstances (death, disability, termination of employment) your client is required to sell his or her shares at fair market value. So far, so good.