Sign on the line that is dotted

I'm a business lawyer. The company which is my client is essentially a deal machine -- with many different and differently structured revenue streams flowing in and out. I see a lot of contracts cross my desk, and they vary extensively in terms of form, function, structure, content, purpose, etc. And I've been doing this a while.

So there aren't a lot of contract provisions that surprise me. In terms of royalty set-ups and revenue sharing structures, I've seen hundreds upon hundreds of different variations. But this was quite a new one:

8.1 Revenue Share. You shall receive a percentage of the Net Revenue associated with your use of the [Company's] Service. "Net Revenue" means the revenue actually received by [Company] from [clients], less any refunds to [clients] and less expenses related to discounts, taxes, third party commissions, [business] referral fees, payment transaction fees, costs incurred with service providers, distributors, or resellers of the [business] services ordered, cost-of-money/bad-debt fees and other write-offs, currency exchange fees, and applicable [business] and technology fees. You acknowledge and agree that the percentage of Net Revenue that you shall receive and the resulting payment due hereunder shall be determined solely by [Company] and reported and paid on an aggregate basis [...] [italics mine]

Ooookay. Where do I sign?

I suppose this might be what is known as a "black box" revenue sharing structure. We won't tell you what percentage you'll get, or what that percentage will be calculated on. We're going to list a whole bunch of vague deductions we might take, but don't worry too much about that because we're not going to report them to you and in any event you won't ever know what the top line number was to begin with. Oh, and all calculations and payments are in our sole discretion. Sound good? Now, let's go make some money!

A person who most likely should not own a gun

I missed a call on my cell phone the other day. Judging from the area code that it was someone at the, uh, corporate office, I hit the "call back" button a while later and found myself talking to an ex-co-worker who had moved away several months ago.

So this guy is in his car with his wife, and makes small talk until she gets out to go inside a store or something. And then he tells me why he called. He wants to consult my expertise as a lawyer and a gun owner. (This guy has never owned a gun, or even fired one, and I think the only time he's ever held one was this one time he was drunk at my house and I showed him my AK-47). But he is concerned with the "political environment" of the country, and believes he should buy a gun -- before it's too late!

Which is pretty rich, of course. And just as a practical matter, despite Dems pretty much locking up the levers of federal power for themselves, there is no mandate or even widespread support for tightening gun laws. I don't believe it will happen.

But this guy is what you'd call "super-low-info" politically, and I didn't feel like arguing with him, so I gave him some gun advice and let it stand at that. But then he tells me that he needs to finish up the conversation quickly before his wife gets back, because she doesn't "allow" him to own a gun, or even to talk about owning a gun, and if he gets one he'll have to do it in secret and keep it at his friend's house. I was still laughing at least 10 minutes after the call ended.

If a bank is too big to fail...

Doesn't that mean it is too big to be allowed to exist? That is what Matt Yglesias argues in a very smart (and short!) post on banking regulation. I agree with the whole thing.

Meanwhile, according to this article, the Treasury's bailout of Citi (which puts taxpayers on the hook for $300 Billion in potential losses, not just the $20 Billion often mentioned) was announced "five days after Paulson told the House Financial Services Committee that Treasury and the Fed’s actions had resulted in "a significantly more stable banking system where the failure of a systemically relevant institution is no longer a pressing concern rattling the markets.”"

So... five days ago Paulson either: (a) didn't know Citi was on the brink of failing, (b) Paulson lied to congress, or (c) Citi was never on the brink of failing but is only too happy to take the taxpayers' money and Paulson is only too happy to give it to them. Take your pick.

And also meanwhile: as I mentioned two months ago here, Bush and Paulson fully intend to spend the entire $700 Billion in TARP funds prior to scurrying out of office in January. Paulson has already spent half the money. He will now go back to congress to "request" authority to give away the second half. And, as I noted two months ago here, congress is virtually powerless to refuse to give it to him (this "tranching" of the bailout money was a much-touted "safeguard" to ensure congressional "oversight", which, as I noted here has up til now been non-existent and will not be forthcoming). And oh by the way, Paulson said last week that he did not intend to request the rest of the money, but would allow that authority to the incoming administration. Oh well.

Remember a few months ago when the Bushies were crying that the government didn't have enough money to spend $50 Billion over 5 years to fund health care for poor kids? I guess the application of fiscal responsibility depends on whose ox is being gored. Sick kids can't afford a doctor? Fuck 'em. Investment bankers forced to sell their vacation houses and curtail spending on their mistresses? Sheeeeeit! Let's see if we can't afford to funnel a few hundred billion their way.

some stuff

1. I guess maybe I should wait until Obama takes office before I really start criticizing him. It just seems like Bush/Cheney is/are so incredibly bad, that with Obama we ought to be seeing immediate, dramatic, and widespread changes in governing behavior. My fear is that he will be the anti-Bush only in matters of government giveaways (which I'm not necessarily against) that are, politically speaking, easy calls to make (because giving away government money just isn't a hard sell with most of the electorate), but will generally not be much different than Bush on other matters that are, politically speaking, much harder calls to make (rollbacks of such things as war, torture, unrestrained spying being, somewhat inexplicably to me personally, a much harder sell for much of the electorate). I guess we'll see, but I am not inclined to hold back here on this blog if we don't quickly see a lot of Change in the latter category.

2. I watched WALL-E. Twice, in the last 2 days. As the critics might say: "Brilliant! A Stunning Achievement!" Other than the big mass market ad campaign (which you really couldn't miss even if -- like me -- you don't watch a lot of teevee commercials) I really didn't hear a lot about it when it came out. But this movie really is great; it's a better Distopia pic than I Am Legend or Omega Man, better social commentary* than Idiocracy (which is high praise coming from me), and to the extent it's a romantic comedy, well, I don't like the genre, but it's the best I've seen. I really wouldn't call it a sci-fi flick, but it's definitely better than all but a distinguished handful of those. Maybe I'm going a bit overboard, but I really think it will be remembered as a landmark of filmmaking.

3. This article reports that the online dating site eHarmony, which was founded by an evangelical Christian, will, beginning next March, "provide a dating service with "male seeking a male" or "female seeking a female" options". Which is perfectly fine, of course, except that the site is not doing so because it wants to court the business of gays and lesbians, or because it is the "just" or socially responsible thing to do, or because the market demands it, but rather because it is required to do so under a settlement agreement with a gay man who charged the site with discrimination in a New Jersey lawsuit. Now, I am a supporter of gay rights. I was disappointed that Prop 8 passed in CA. I believe homosexuals should have the right to marry, and I would never personally discriminate against a person because of who they choose to have sex with. And yet, I do not believe that a privately owned company should be forced to tailor its products to suit the needs of gays or lesbians, or indeed any other group of people. If the people who run this site are religious and believe that "gays ways is sin", and want to run their business accordingly (to their own detriment, I might add), then that is their prerogative. There are plenty of other dating sites available for gays and lesbians to find mates. I would venture to guess that there are many dating sites that are only for gays and lesbians to find mates. Certainly eHarmony is not a government actor and has no governmentally sanctioned monopoly or special license, and for all appearances seems to be a wholly private concern. They should be entitled to act according to their own morals and views, without being subject to liability or state-enforced equality measures. On the other hand, maybe at some point in the litigation eHarmony took a long hard look at their position and decided, according to its own lights, that it would be better for its customers, its potential customers, its profits, and their own souls or karma or whatever, and decided it would be best to open the site to same sex patrons. If so, good for them. And maybe their management can sit down and have a long talk with those fine folks at the LDS.

4. I still can't get my head around the fact that Texas Tech (Texas Tech!) is playing for a spot in the national championship game this weekend. I honestly haven't decided whether to root for them. I probably would (probably), if I wasn't holding out the (likely false) hope that a Tech loss might mean my own team could end up in the BCS Championship. Over the last 2+ weeks not a day has gone by that I haven't silently berated Colt McCoy for leaving so much fucking time on the clock. Why, why? Why snap the ball with 20+ seconds left on the play clock? And again with 17 seconds left on the play clock? And again with 9 seconds left? You're on the freaking 10 yard line and you have a time out in your pocket! Take some freaking time off the clock you brain dead moron! It's not like this is the first ever football game you've been involved in. Your daddy -- as Brent Musburger has told me at least One Million Times -- was a freaking football coach! You've ate, slept, and breathed football your whole life. RUN some FUCKING time OFF the clock! Sorry. I still haven't gotten past it, obviously.
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* And just to be clear, when I refer to "social commentary", I think there are two distinct themes: (1) the first concerns the destruction of the earth by irresponsible human behavior. While I believe this is somewhat overblown, certainly humans as a species are currently being irresponsible to a degree from an environmental standpoint. We should do better; not for the sake of the planet, but for the sake of our progeny. But whether or not I agree with the degree of danger represented in the movie, I think that this theme, and the devastatingly skillful way in which it is presented, will have a powerful effect on all the millions of youngsters who have and will see it. In terms of affecting the actual behavior of people into the future, this movie is worth a career's worth of filmic output by Michael Moore or Al Gore. And, (2) The second theme is one I consider stronger value-wise (though probably much weaker impact-wise): the idea that humanity is striving toward material comfort at the expense of virtually all other values (for example: adventure, true (rather than meta) sensory experience, virtue, curiosity, learning, art, erudition, justice, etc). Of course, I'm guilty of this myself, and it is depressing. WALL-E drives this home in a very clever, comprehensive way, taking it pretty much to its logical conclusion: fat, fuzzy-brained, helpless humans who can't even so much as walk on their own two feet. This is, in essence, not only where we're headed, but where we seemingly want to go.

...and so it begins.

I'm not an idealist. Haven't been for quite a while now. So I wasn't exactly surprised to read today that the cowardly Senate Democrats rewarded Republican shill Joe Lieberman with a plum committee chairmanship. Lieberman, a warmongerer and recent purveyor of Obama-as-terrorist/Marxist slurs, repeatedly spat in the face of Democrats over the last year and has supported the Bush/Cheney cabal in most every one of their most egregious power grabs over the past 7 years. So it is only natural that Senate Democrats would continue to support and reward him.

As IOZ would (and does, regularly) say: uh, yeah, they're on the same side!

For his part, Lieberman credits Obama for his ascendance: "Lieberman singled out the 'appeal by President Obama himself' as a key reason he's staying."

But that's not all President-elect Obama has been up to. He's also in the process of placing Hillary Clinton in the preeminent foreign policy post in his nascent administration. Although I'm not as much anti-Hillary as I once was... it surely is disappointing to know that Obama's Secretary of State will be someone who supported the Iraq War, voted for the AUMF, and has favored the most hawkish of positions on Iran. John McCain's slogan abides: My friends, that's not change we can believe in.

Furthermore, Obama's people have -- albeit anonymously -- been making conciliatory noises on whether there will be any accountability for the Bush/Cheney cabal in connection with their torture policies. No, holding those people accountable for kidnapping, torture, and endless imprisonment of innocent people would be... divisive. And we can't have that. We've got so many More Important Things To Do. (Like give multi-billion dollar handouts to car companies that have spent the last two decades twiddling their thumbs while their sales fall and their cars get crappier and less fuel efficient -- but I guess that's a separate post, eh?)

What does Obama himself have to say about this? Well, on 60 Minutes he said: "I have said repeatedly that America doesn't torture..." Indeed. And there's another guy who has repeatedly said this: His name is George W. Bush. And, I guess, since Obama knows that America Doesn't Torture, then that's pretty much an end of it, no need to investigate or, really, do anything, other than continue on much as before, but with a better public communications strategy.

Or, maybe it's just me.

straight up thievery.

Remember back when we were being sold on the bailout? Bush, Paulson, their minions, and their lackeys in the media ramped up the fear level, talked a lot about The Coming Depression, threw around words like "dire" and "catastrophe", and in general just basically put a rhetorical gun to our heads and said "your money or your life".

And then the valiant keepers of the public trust -- those stalwarts of integrity, holders of the purse strings, -- yes, Congress -- took up the charge. To a thoroughly frightened but still skeptical public, they said: "Yes, something must be done. We realize you don't trust Bush. We don't either. And that's why we are going to insist -- insist! -- upon accountability, transparency, competence, fairness, and -- above all -- what we, Congress, have always been most known for: Stringent And Rigorous Oversight.

In the immortal words of Tyler Durden: how's that working out for ya?

Competence? Not so much. After stridently insisting for the first two weeks of bailout talks that the only way to address the crisis was to buy "troubled assets" from financial institutions and mocking those who suggested buying equity stakes in impaired institutions... Paulson has now completely changed course and decided that, well, buying troubled assets isn't such a great idea and the real solution is to buy equity stakes in impaired institutions. My friends, that's not competence we can believe in.

Fairness and accountability? I don't fucking think so. Congresspersons repeatedly stood in front of teevee cameras and harangued against greedy Wall Street execs, with their golden parachutes and outrageous compensation packages and said "Not on my watch!" They proclaimed that no banks taking taxpayer handouts would be allowed to overpay their executives in the manner of times past. "Not with us on the job, they won't!", Congress said. Well, according to the linked Bloomberg article, under Paulson's new and improved plan: "It would appear that no penalties will apply to institutions that receive taxpayer funds and violate the act's restrictions on executive compensation." Shocking. I mean it. I am really truly shocked at this. You could really seriously knock me over with a feather. So very very surprising. And unexpected. I mean, no one could have possibly predicted this!

Transparency? You didn't really believe that, did you? "The Federal Reserve is refusing to identify the recipients of almost $2 trillion of emergency loans from American taxpayers or the troubled assets the central bank is accepting as collateral."

Oh, and but the much-touted Stringent And Rigourous Oversight? Not bloody fucking likely:

"[T]he Bush administration has committed $290 billion of the $700 billion rescue package. Yet for all this activity, no formal action has been taken to fill the independent oversight posts established by Congress when it approved the bailout to prevent corruption and government waste. Nor has the first monitoring report required by lawmakers been completed, though the initial deadline has passed."

And again, this is just a shocking, unbelievable development in this whole situation. I mean, who could have ever predicted that something like this could ever happen? Utterly inconceivable!

For those interested enough to inquire...

no, i've not quit blogging. (Nor have I been abducted by the newly formed Obama negro-communist-baby-killing death squads we've all been hearing about.) I guess I sorted of defaulted to taking a break after the run-up to the election. Plus, I just switched to a new computer, and have sort of been in Vista Hell these last few days.

Regular blogging to resume soon, I hope.

Election Time: you don't have to go home, but you can't stay here

It is hard to believe it's almost over. This election has been going on seemingly my entire life.

I voted last week. The experience was not in any way extraordinary. In my lily-white suburban district there was a significant line at around 10am, but the line moved quickly and -- apart from an overly officious person chastising voters about their cell phones and their cups of Starbucks -- there were no problems or really anything out of normal at all.

I voted for Obama, and certainly I hope he wins, as looks relatively certain from all available data. I think I like Obama as a person, and surely no one doubts that he is competent, knowledgeable and intelligent -- characteristics that have been sorely lacking in the White House this decade.

On the issues, I do not agree with a lot of what Obama represents. While I agree with his tax plan and believe a return to Clinton's tax policies is both fair and fiscally responsible, in my view Obama leaves a lot to be desired in terms of policy. He supports the failed and increasingly ridiculous War On Drugs (otherwise known as the War On Non-Conformists and Brown People). He appears to have bought into the framing of Bush's War On Terror. He's relatively close to Bush's Iraq policy as it currently stands, and is in general much too much of military interventionalist for my taste. He supports the Wall Street bailout, which is the biggest program of corporate welfare in the history of the world. He has not committed to punishing any of Bush/Cheney's lawbreaking, and has only very weakly expressed any support for rolling back the executive power grab accomplished by the current administration. He's weak on civil liberties, which for me is a huge negative. And none of these are small things, but rather to me the most important issues we face as a country.

Of course, on each of these items John McCain is worse, and on some of them far worse. I believe a McCain administration would be an unmitigated disaster for this country -- and for the world. McCain and Palin represent a toxic mix of anti-intellectualism, reality-denial, religious zealotry, abject incompetence, and violent bellicosity. They must be defeated.

And if that's not enough, Obama's election would represent a solid repudiation of Bushism which can only be healthy for us as a nation. Not as much as a repudiation as I would personally desire, but an unmistakable repudiation nonetheless. (For a more eloquent and detailed argument on this point, I suggest Andrew Sullivan's lengthy endorsement from yesterday.) This, at least, is a point on which "Hope and Change" is, um, hopefully not merely a slogan.