Corporate Blawg UK

Case spotlight: Bruce v Carpenter

Blogging eh?  Is there any value in a blog?
            Now that the final resting place of Jesus has been found, the big question amongst bloggers is How does one value a blog?
            For a community so eager to propound its honesty and transparency, most bloggers are rare to discuss the true material value in their blogs.  Corporate Blawg is not one to keep his cards so close, but rather bears his three chest-curlies with great pride and aplomb.

            But before we go into the reward, let's look at the cost:

            Corporate Blawg's subscription to Typepad costs him $6 per month, and 3-4 hours a week of his user-friendly time.  This time could either be spent discussing corporate law in a bar with anyone who will listen, or fee-earning into the night and earning around £600 (+VAT) per week for his firm.  So after 6 months (and approximately £18,000 (+VAT)), what has Corporate Blawg obtained in return?

           The statistics show that in 6 months, Corporate Blawg has received 6700 hits, currently averaging around 50 per day.  Most hits are recieved are for his blog on "Russian Roulette" of 21 August 2006.  Corporate Blawg has been hit by some global internationals, the magic circle, a few governments, and from over 1100 different servers situated in most of the countries around the world.  30% of readers are return readers and Corporate Blawg loves them all the more for it.  Although these stats. pale into minor significance when compared with some U.S. blogs, Corporate Blawg is pretty chuffed.  But what about the real materialistic success, the kudos, the fame, the fantastic new client opportunities?
           In the early stages there was an invitation to scribe for the Times law blog, but that fell through as Corporate Blawg found he could not juggle his work, his blog, his playstation and his wife (no comment on juggling the wife please).  Neverthless the Times did publish his conveyancing poem which caused a spike in his hits (120 that day).
           Several months later, a free novel, arrived which Anonymous Lawyer sent for review.  Despite Corporate Blawg's favourable review, Corporate Blawg found it hard to engage in literature about lawyers, and interviewed Anonymous which resulted in a quick and dirty blog.
           More recently Corporate Blawg has been asked by an independent company whether he would like to get involved with overseas training of corporate law, to which Corporate Blawg has leapt up the gangplank at the chance.  Corporate Blawg also introduced his new contact to a partner at his work (who is in a better position to provide such training, but may need Corporate Blawg to design the hand-outs and carry the slide projector to exotic locations).  Corporate Blawg has achieved this networking joy whilst still keeping his law firm unawares of his blog, in accordance with his disclaimer.
             So all in all, the value, plus the peace of mind of being "part of something", makes this blog pretty high, to Corporate Blawg at least.  To non-lawyers, the value may only be a cursory interest in the poetically-placed non-legal commentary, such as this.

           The corporate law relevance to this rambling is the case of Bruce v Carpenter et. al. [2006] All ER (D) 405 (Nov) which was heard on 29 November 2006 last year. In this case an expert valuer was contracted under a compromise agreement to provide a valuation of shares, without any necessity to give reasons behind that valuation.  Mr Bruce brought the action on the basis that the expert valuation was not conducted properly, and did not take into account all the facts.

           The court was faced with three issues, although the first of these was “the justiciability issue”, (a word not recognised by spellcheck), on which the case rested. The judge referred to Sudbrook Trading Estate Limited v Eggleton [1983] and held that:

1. Where a valuer does not carry out his instructions and is in default of his agreement, the court may intervene.
2. Where a valuer refuses to fix the price under contract, or is unable to do so through death or disability, the contract is frustrated.
3. The true distinction is between those cases where the mode of ascertaining the price is an essential term of the contract and those cases where the mode of ascertainment is subsidiary and non-essential.

Since Bruce had not required any reasons or methodology of the valuer, when he signed up to the agreement, he was left stranded up the creek without a paddle, flares, tent or salt tablets (always leave behind the salt tablets).  Clearly, this is something to be wary of whenever valuations are present in contracts, or you find yourself in a creek as twilight sets in.

            Coolio, thought Corporate Blawg, before instructing himself to value his blog without reference to any statistics of any relevance, and without giving any reasons.  Accordingly, Corporate Blawg values his blog at approximately £2.3 million.  Any takers?

Corporate Beer on Wednesday?

Talent Imitates is hoping to meet some bloggers on Wednesday at 7pm in Shoreditch, London.  Corporate Blawg intends to check out the world of marketting bloggers around 8.30pm. 

"It's in the Commercial Tavern, on Commercial St. E1. from 7pm. Possibly upstairs, depends how busy it is. Apparently the Elephant Man used to live there."

Happy days.

No film crews allowed.

One legal maxim: for business

Busy times. Busy me.  Believe me.

"Every skilled person is to be believed with reference to his own art”

An appropriate legal maxim, before considering why we work so hard:

Easy-to-read post on pseudo-modernism, financial markets and Shariah law

Post-modernism is dead.  Long live pseudo-modernism.  Usually at this point Corporate Blawg throws a glass of water in the face of his philosophical alter-ego, but on this occasion the mental masturbation is allowed to continue. Why? Because financial integration is key to resolving cultural differences between Middle East and the West, and this is important.
             The new philosophical perspective appears, like an ephemeral smell in a confined space, that we have lost our ironic cynicism which was so key to post-modernism.  We are now critically aware of the realities (and limitations) of our society, our world, and the human spirit.  We do not expect utopic harmony or anticipate distopic schism - belief and faith are either aspects of the mind or divine intervention and we do not judge; we are keen to demonstrate good intentions, and we love the internet. We interact but rarely participate, we escape from the world because we observe the shortcomings with fatalist disappointment.  These are some of the tenuous connections from which we emerge as "pseudo-modernists".  In a loosely held together article by Dr Alan Kirby, in Philosophy Now, Dr Alan describes his new feeling:

In place of the neurosis of modernism and the narcissism of postmodernism, pseudo-modernism takes the world away, by creating a new weightless nowhere of silent autism. You click, you punch the keys, you are ‘involved’, engulfed, deciding. You are the text, there is no-one else, no ‘author’; there is nowhere else, no other time or place.

The criticism and disdain that Dr Alan has for the modern world belies his distancing from it.  After every cultural crossroads there are those who were comfortable in the previous and lambast the present, and Dr Alan is showing his age. However, the article does make some interesting observations, and one such observation is that market forces are our excuse why everything is shit, whilst market forces form the commercial realities of why everything is better now than it ever was before (although its still not brilliant):

Pseudo-modernism sees the ideology of globalised market economics raised to the level of the sole and over-powering regulator of all social activity – monopolistic, all-engulfing, all-explaining, all-structuring, as every academic must disagreeably recognise.

Let's hope its true. 
          Market economics must be the over-powering regulator of social activity because our politicians are greasy, our religious leaders are fanatics, and our celebrities are dumb idiots.  The role of market economics to be the potential saviour was highlighted earlier this month, when Ed Balls announced plans to introduce legislation making London a more attractive market for Islamic bonds.
          Under Islamic law, you cannot make money out of money.  Therefore "interest" is a no-go area.  The application of Islamic law is called Sharia-compliant.  An Islamic bond (known as a "sukuk") is a shariah-compliant financial security which is based on obtaining a portion of the profit of the company. A non-Islamic bond is based on obtaining interest from a company, which reduces the profits of the company, and therefore has tax advantages for that company.  The new legislation will give sukuk's the same or similar taxation advantages as non Islamic bonds.  And such bonds can be traded on the open market. 
          The Islamic financial market is in an early stage of development, but is increasing in size at an enormous rate.  In December the London sukuk market was worth £1 billion.  In November the world's largest sukuk bond issue was made by the Nakheel Group for a $3.53 bllion issue.
          Corporate Blawg finds this very exciting, and a fantastic opportunity for the London and European markets (as the U.S. market remains self-defeatingly cautious of Islamic investments).
          And so, market forces may not only be the sole and overpowering regulator of social activity, but also the demolision vehicle of cultural separation.  Whereas we appreciated culture in its diversity as post-modernists, now we need to complete the process of integration as psuedo-modernists.  Such emphasis does not take the world away from us, but gives us a new set of circumstances to observe and extract moral value.
          Which is where this post sadly reaches its conclusions.  Corporate Blawg doubts it was accidental that Dr Alan's article appeared in an issue of Philosophy Now which focussed on Wittgenstein.  Wittgenstein claimed to have solved philosophy, and perhaps he did.  However, Corporate Blawg always understood that the purpose of philosophy was to critically explore the human condition, or at least, provide wise guidance on living and how we should interpret our lives.
          Dr Alan's article offers no solutions, no remedies, but is a set of cultural observations with an "ism" to sound official.  If every cultural change defined a new epoch of philosphical approach there will be no remedies anymore because every philosopher will be carving out his section of observations from a continuous scale. Rigour would give way to exceptions proving the rule, and connections would end up wholly speculation.  This approach will be unpallatable and elitist, serving no purpose to anyone. Perhaps that is already so and philosophy is dead, long live sociology.
         
          

Anonymous Lawyer becomes hard copy

Corporate Blawg is delighted to freely advertise the publication of the first BLAWG-BOOK. Having received Anonymous Lawyer from Jeremy Blachman's publisher, Corporate Blawg built a bonfire and set to work stabbing marshmallows with an ice pick. Whilst incinerating his socks by an open fire, Corporate Blawg dipped into Anonymous Lawyer and found it rather pleasing. It's about the machiavellian practices and mishaps of hiring partner in the corporate department of a U.S. law firm.

Whatsmore, Corporate Blawg discovered that the blog, from which the book originated, is far more popular and successful than Corporate Blawg UK will ever be.

Content to being the Koala Cola to Jeremy's Pepsi, Corporate Blawg entertained the notion of interviewing said Jeremy for his thoughts and views on life, authorship and gin-palaces. After a brief email, a bribe, and a death-threat, Jeremy agreed to be interviewed, and the product of that interview is hence:

Why are their no mice, let alone nine mice, in Anonymouse Lawyer?

Mice couldn't survive at a law firm. No living creature can.

Sorry, bit of a daft question that last one, what is the best question you've ever been asked in an interview?

Here's my best interview story -- during the first year of law school, I interviewed for a summer job with the U.S. Department of Justice, Immigration Division. It was a phone interview, I didn't really know anything about immigration, I didn't know what kinds of things the division did.... apparently they saw on my resume that I had written songs for a theater group in college, and for whatever reason they asked me what the connection was between the songwriting and my desire to work in immigration law. I'm still not sure what the right answer to that question is. I suppose the right answer would have been "nothing, they're completely separate." But I couldn't tell over the phone what they were looking for ...and so I panicked and tried to give them a real answer, and said, "Well, music can help make people feel better... and I suppose regarding the immigration division, not getting deported can make people feel better too." Needless to say, I did not get the job.

How do you intend to make up the damage you have done to the reputation of corporate lawyers?

Damage? I'm probably helping them. If I was a client looking for a law firm, I'd be thrilled to find a firm where the associates work as hard as the associates in the book, and where even the smallest tasks are attended to with fear of the consequences of making a mistake.

No, really, what are you going to do? Corporate Blawg thinks you should set up a fund with your royalties for promoting the strong moral values of corporate law practitioners. What do you think about that?

I think my publisher offers a bulk rate for any firm that wants to buy a copy of the book for everyone in the office. That's my way of giving back. I'm also helping justify the decisions of the thousands of people who thought about becoming lawyers but decided not to. Maybe I'll start a fund to help those people -- the ones left earning low salaries doing work they love because they resisted the call of the firm.

Do you think it is worrying that lawyers call their work "practice"?

Not as worrying as for doctors. At least the worst a lawyer can do is make someone end up in prison.

If you get lots of royalties are you going to buy a royal tea-pot?

If I get lots of royalties, I'll celebrate with something stronger than tea.

Do you get laid more now you've published a book?

Do you since starting a weblog?

No, I'm married.  I always figured that book writers had "cool creds", whereas techno-geeks didn't get it, ever.

I'm not sure it's really one of the perks of being a writer. A pop star, sure. But a writer?

When you buy a gin-palace with the film-rights, and go cruising round the St Tropez with 5 playmates, can Corporate Blawg (and his wife) come too?

Absolutely:)

The New York Post apparently said that "Anonymous Lawyer has pierced the heart of a moment in our social history". As that moment now lies bleeding on the floor, rasping for air like a fish on a beach about to have its neck crushed by a rock, Corporate Blawg recommends you read Anonymous Lawyer so you too can get involved. 

Corporate Blawg thanks Jeremy for his time in answering his questions, and the free copy of his enjoyable and amusing novel.

Redemption of shares, and flowers in the snow

You may have noticed in recent days a frost had fallen on Corporate Blawg's blog.  The February winds from the East brought snow, ice and slush to Corporate Blawg's door.  The gateway to the internet creaked and groaned, as Corporate Blawg warded off new visitors with no new posts. 
            After six months of keen blogging, Corporate Blawg was tired, and needed a break.  He had to consolidate, regroup and fortify himself.    Like St Benedict, Corporate Blawg retreated from public life, to internalise his burning belief in his vocation. For days, nearly two weeks, Corporate Blawg stoked his fire alone, muttering the mysteries of corporate law to the birds and the fishes, and any inanimate object which would not answer back.
           This time of great fasting quickened his corporate digestion.  The watermark was rising again, and Corporate Blawg set about brewing his mindful liquor for renewed and rigorous libations to his corporate master.
           In moments of solace, and peaceful reflection, Corporate Blawg reaffirmed his belief in the corporate dream.  The defining moment occurred on Thursday when Corporate Blawg turned to redemption, the redemption of shares. Redemption was not found through conversion but within the constitution, the core.  Redeemable shares were born, had to be issued, that way.
           So the metaphor of corporate law began again, as we too can only find our redemption in our origins, at our beginnings.  Whether muslim, buddhist, christian or aetheist, our deliverance from sin, or forgiveness of a guilty conscience, starts in earnest from the earliest application of forgiveness.  These tools in our constitutions may be our first religious faith, or the first time we really felt sorry and said it.  That was when we were welcomed back into the light, like an issued redeemable share returning to the authorised share capital form where it originated.   And in our practical daily lives we find that redemption in work can only come from diligent triple-checking and questioning every assumption.
            As the winds began to calm, and the snow melt, Corporate Blawg emerged from his meditation and once again opened his door to the world.  And what should be the first sight he saw, but this:
            Overwhelmed by the beauty of this vision on his walk to work, Corporate Blawg remembered the purpose behind his blog, he remembered how he wanted to show the world the beauty in the mechanics of contracts, the aesthetics of interlocking agreements and water-tight risk ring-fencing.  Ultimately, the lawyer's application of corporate law to his clients' needs should be like flowers blooming in the snow.   
            To commence this return, Coporate Blawg brings to your attention the wonderful wording of s.684(4) of the new Companies' Act 2006 which states that "No redeemable shares may be issued at a time when there are no issued shares of the company that are not redeemable."  These words mirror the Companies' Act 1985 almost exactly.  Corporate Blawg find triple negatives an interesting concept, and rather poor use of English.
              Corporate Blawg suggests that better wording, clearer wording, more accessible plain English wording would be "Redeemable Shares may only be issued when non-redeemable shares also form part of the Company's issued share capital."  This is the positive approach, like Corporate Blawg, and his positive application of legal expertise.
             And so, for now, the valediction of this post is that Corporate Blawg is here to stay, and if ever Corporate Blawg seems quiet or distant, it is because he is thinking, savouring, enjoying and learning.  Corporate Blawg is but one person, and wishes only to write well of corporate law, and learn much from his endeavours. 
             With a wink and pinch, Corporate Blawg states that his postings will not be often and many, but few and powerful.  Corporate Blawg's blogging maxim is that "too many posts spoil the blog."

Technical Difficulties

Corporate Blawg is having technical difficulties.  Not difficulties with technical law, but difficulties with technology. 

In addition to the current difficulty of technological access during lunch hours and after the normal working day, Corporate Blawg is working very hard, and has no time for musing the intricacies of his academic inspiration. 

Normal service shall resume shortly, he writes sheepishly.