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Notes From The Streamside...
When I wrote this post back in 2009 I had no idea Vic Toews was taking notes for his warrantless internet spying legislation:
I've been thinking about how to fight the evil of child pornography and the social harm it causes. And I've thrown down some rough notes on how it might be dealt with.
It's quite clear that computers are the tool of choice for people who make, distribute, and consume child pornography. Computer child pornography accounts for the vast majority of child pornography today.
Without computers and networks, child pornographers could not commit their crimes as easily, and the social impact of child pornography would be greatly lessened.
Therefore, in order to fight child pornography committed with computers, we need strict computer control. I would propose the following measures.
Firstly, all would-be computer users should have to undergo mandatory training and licensing and background checks to ensure that they aren't pedophiles before they are allowed to purchase a computer. Only licensed users may purchase a computer. This license would expire every five years and have to be renewed by the user; posessing a computer without a license, or after one's license had expired, would be criminalized.
All computers must be registered with the government in a special registry. Possession of an unregistered computer would be criminalized. Subsequent transfers of registered computers between licensed users would be tracked by the registry, so that the government can link computers used for child pornography to their registered users.
These measures are necessary because anybody with a computer has the potential to become a computer child pornographer. I n fact, having a computer at home increases the risk that child pornography will be accidentally viewed inside your home by 43 times.
Fast network connections facilitate the downloading of child pornography. Therefore, network connections should be limited to 128kbps in order to impede the flow of child pronography. Having a fast connection should be criminalized.
Large hard drives facilitate the storage and retrieval of child pornography. Therefore, there should be strict limits on hard drive capacity, and possession of high-capacity hard drives in excess of 1 GB should be criminalized.
Computers with large displays and high-quality sound systems are especially prized by child pornographers as they allow display of their sickening work in near-theatre-like quality. Multimedia computers are the preferred tools of computer child pornographers and should be banned. Nobody needs a "kiddie pr0n computer", i.e. a computer with so-called "multi-media" computer child pornography-enabling features like 18" or larger monitors or external speakers in order to entertain themselves and anybody who has one is probably a closet pedophile or at high risk of making child pornography. Federal legislation banning Kidde Pr0n Computers is an urgent priority. Their possession must be criminalized.
Laptop computers are also extremely useful for child pornographers. Computers that are easily transported and concealed put us all at risk of computer child pornography. Special licensing and transport restrictions should be put into place to ensure that laptop owners do not use their [note to self; come up with a pejorative term like "Saturday Night Special" to drive home to thegullibleunaware that these devices are primarily used by child pornographers]. In fact, laptops can even be used to smuggle child pornography into schools!
The arguments that people should be free to own computers based on the right to freedom of expression are fallacious. When our country was founded, the horrors of child pornography were as of yet undreamed of. Back then, people used pen and paper or the telegraph or printing presses for their communications; nobody really needs to use email or the web; it's a fact that both technologies are the vehicles of choice for disseminating computer child pornography. By curtailing their use by everybody, innocent or not, we'll be taking action to fight computer child pornography.
The vast majority of child pornographers use computers; therefore, anybody who owns a computer is possibly a child pornographer and certainly morally suspect. We need to clearly and inextricably link computers with child pornography, and computer users with child pornographers, in the public mind via the media and the education system. If we can get to the point where we have people blaming child pornography on the computers rather than the child pornographers themselves, so much the better. While these arguments may not sway many computer users, who are just all bitter geeks with inadequate social skills clinging to their substitutes for a normal life and therefore their opinions don't matter, the disgusting nerds, if we can make well-meaning, right-thinking citizens who don't understand computers fear computers and the internet, we will cut down on their use by the general public, thereby reducing child pornography, and other horrors like chat-room luring and that German cannibal freak from a few years back...
Sure, some people may be inconvenienced by this, and some might say it's excessive, but it's for a good cause, and won't somebody think of thekittenschildren? And maybe we should start using this approach with other technologies that occasionally get misused for criminal purposes... after all, once we've banned everything potentially harmful, won't we have reached Utopia?
Discuss.
So really, if you're incensed at the idea of the police not needing to get a warrant to watch you while you surf for pr0n, you're getting some small inkling of why I'm so
Of course, the police not needing to get a warrant to watch you as you surf for whatever turns your crank is as egregiously wrong as them not needing to show probable cause to search my home, so I'll be throwing down some notes on how to fight this. After all, this country is still a functioning democracy, and as the impending doom of the long gun registry demonstrates, grassroots activism can still fix bad laws.
A month after going Paleo, Carolyn's blood pressure is at 116/72 on half her normal blood pressure med dosage. She's always had high blood pressure.
Paleo diet and exercise, folks. I'm beginning to think that that's all there is to it. She's cutting her meds to a quarter dose and is going to see how her blood pressure does on that, en route to ditching the meds altogether.
Speaking of Carolyn, yesterday she went snowshoeing for the first time. She had a blast.
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I say this a lot... ..but it bears repeating that ye ghodz I married well... |
In fact, she insisted that we head out again today, which impressed me, because her comfort zone does not extend into the woods in wintertime. Now Carolyn is not exactly outdoorsy, and as we stomped through the pines earlier we discussed how to make her feel more comfortable out there. So we came up with the notion of a "comfort kit", and assembled it this afternoon. It consists of things that Carolyn will feel more comfortable with out in the woods; bear spray, a couple of space blankets, lots of matches, some firelighters, her Swiss Army knife, an MRE, a USGI poncho, a compass, signal mirror, flashlight, 50' of rope... what with me explaining things like squaw wood, the multifarous uses of pine boughs, the insulating qualities of snow, how great birch bark is for lighting fires, etc., hopefully she'll be feeling more and more comfortable out there all the time.
Having the means to survive a tight spot is comforting.
***
Another thing we were discussing today is the huge opportunity we have, in moving here, to reset our habits; to take advantage of this wonderful part of the world, and get ridiculous amounts of exercise and eat well and generally whip ourselves into shape. kick ourselves out of our comfort zones, challenge ourselves, and generally self-improve; really live, and develop as much of our human potential as we can, instead of devolving into TV-watching, internet-surfing Sofa Hutts. And the plan (in addition to doing the Paleo Diet thing) is to get as much exercise as we can; do some every day, whether it be lunchtime walks, or snowshoeing, or weights, or karate, or hunting, or mountain biking or kayaking or running once the weather warms up again; even things like walking the dog more than just around the block or parking as far away from the office as I can, or shovelling our own driveway.
And while being healther and happier and fitter and living longer and having fun running around in nature and looking much better naked is certainly excellent motivation, having a defined and really challenging goal with a fixed deadline is, in my experience, a great way of forcing yourself to stick to a plan. And so we've decided to sign up for the June 3 2012 Spartan Sprint in Ottawa.
What is a Spartan Sprint? It's basically a 5-kilometer fun run on a very muddy obstacle course:
Running up and down hills, jumping over fire pits, swimming down waterfilled culverts, crawling through mud under barbed wire, throwing spears at things, and so on; it should be fun. And we can get a team discount. And by we, I mean you, Montreal, Ottawa, and Toronto LJ peeps. Yes, you. You. Stop making lame excuses and backing towards the goddamn exits!
Lest you think that a Spartan Sprint is way too much and too intimidating, ew mud ick, you might get dirty and wet and tired and sweaty, you could never do that, you're way out of shape, and you'd much rather just turn back to your MMORPG or TV or book and keep on getting slower and fatter and weaker until you die prematurely having never discovered what it's like to feel really alive, be aware that pretty much anybody can get from couch to running five kilometers in a bit over two months, the Ottawa Spartan Sprint is over four months away, and if you mix the Couch to 5K with a basic, free, no-equipment bodyweight exercise plan like Primal Blueprint Fitness, you'll be able to run the Spartan Sprint. It won't be easy; in fact, it'll be bloody challenging. It will no doubt hurt. And be uncomfortable. And you are guaranteed to get wet and muddy. Maybe even a little scratched. You
![[info]](http://l-stat.livejournal.com/img/userinfo.gif?v=92.2){kind=small}
whiskeygirl8. It was challenging, scary, and an utter blast. And as I'd expected, I found that after you've summoned whatever it takes you to jump out of an airplane once, everything else in life starts seeming a little easier. Skydiving was one of the best things I've ever done, and I need to do something like it again; everybody needs to really push way outside their comfort zone in order to really live, in fact. And I think that training up for and running a Spartan Sprint this spring will do that for Carolyn and I, and it'd be a lot of fun if you came along with us. Some of the best times I've ever had have been with my old paintball gang, tired, sweaty, bruised and battered after a full day of running through the woods like loons together.Who's in? Just think of how good that first beer is going to taste afterwards. And what you'll learn about yourself. You can get the grandparents to babysit. When was the last time you really impressed your significant other by doing something really physical?
Life begins outside your comfort zone.
It's all
hekidanjo's fault, by the way. His journey from 400-lb Sofa Hutt to running coach is pure inspiration and makes me feel like a total slacker, and he's been gently nudging me in this direction for a while. Everybody go over and friend him now or I will come over and burn your house down
We got up ungodly early on Saturday morning and hit the road for the Winter Milsurp shoot at EOHC. After stopping at the Ottawa SAIL and fondling some Model 70's (of which more anon in my next post on my Canadian Hunting Rifle project), we got to EOHC around noon, leaving just enough time for me to get my little scoped .22 zeroed at 100 before the shoot started.
The format of the Winter shoots is different from the others, due to
My results were mixed. I was shooting the ex-Dragoon in the Milsurp class, and shot 106/200; 90/100 at 100 (which was pretty respectable), but at 200 I foobed the sight adjustment due to wearing gloves; with the sights set for 300 yards my nice tight group was mostly high off the target. I placed 17th out of 31. Grumblemutter. In the Open I shot the scoped M-14, and totalled a much more respectable 178/200, coming in 8th out of 20, only 18 points behind the 196/200 winning score. And in the Rimfire I placed third out of 8, with 36/100 (on a much smaller target than the ones used for the other classes). The winner, an active Canadian Forces member, shot a 90/100.
However, aside from the turnout (34 shooters in -15 Celsius weather, the best ever for a winter shoot), this shoot was also noteworthy in that somebody showed up with one of these babies:
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A TNW semiautomatic Browning M1919 These are actually legal for hunting in Canada, although at north of 60 pounds with the tripod, they're a tad heavy to lug through the woods. |
Sadly, it was having feeding issues, which were quickly diagnosed by a couple of the regulars, who happen to be retired Canadian Forces armourers who'd cut their teeth on these things back in the 1980's. There was much geeking out and reminiscing as they concluded that it was a weak spring in the feed mechanism. Its owner shot it anyhow, manually recocking it after each shot (he shot a 70 with it; it probably needed zeroing), and promises to have it working properly for the Spring shoot.
I'm really enjoying these shoots. They've got to be the most laid-back, friendliest, mellowest, non-competitive shooting competitions anywhere. It makes me happy to see them growing like this, and I really wish that more people could see this event. It's the true face of the gun culture in Canada.
After the shoot, we headed back to my sister-in-law Karen's place with a couple of the LMIs, where we spent the evening hanging, out, stuffing our faces on some very non-Paleo pizza, cleaning guns, decapping brass with a Lee Loader (a very nifty pocket handloading system) and generally having a wonderful time. After a brunch yesterday with some more of Carolyn's family, we headed home.
Good times.
I'm having a wonderfully productive week. I also have a lot to write about, but am on the verge of dozing off...
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I'd take my chess game to the next level.
I'd start playing Go again.
I'd learn how to sketch.
I'd join a dojo (probably something fairly brutal with practical applications).
I'd start fencing again.
I'd start playing the pipes again.
I'd try to write a novel.
I'd play more paintball.
I don't need to mention that I'd go fishing more often.
I would learn wilderness survival.
I'd run Mage for Phnee and Firewillow more often.
I'd start cross-country skiing again.
I would do more astronomy.
I would sleep in some mornings.
I would actually get out to see a movie from time to time.
I would buy some new CDs.
I would not neglect the Spousal Unit.
Current mood: regretful.
It didn't snow today, which was disappointing. The only entertaining thing that happened to me was a little conversation with SEG, who as I've noted previously is the Ally McBeal whose office is right next to mine. Recently, she conned the office manager into issuing her a headset for her phone. This is the sort of thing you see receptionists and telephone operators wear (and I suspect everybody's favourite Corporate Drone also has one); a thing running over your head, with an ear piece and a mike that plugs into your phone instead of the more usual handset. This is a partner-level, indeed department head-level accessory. Very few people have them.
She got this thing on Friday; it arrived by internal mail, and she had to figure it out by herself, with helpful comments from her secretary and SXT, the securities department head, whose office (my old office) is next to hers. By Friday afternoon, she was completely in love with the thing, telling me (and everybody else) that it had really changed the way she worked, that it was absolutely wonderful, that we should all get one, and so forth. I was sorely tempted to ask for one, but didn't because I didn't want to be seen as jumping on the bandwagon and asking for one just because SEG had one. Which was fairly silly of me, but there you go. Still, I was wishing that I'd thought of it first. Then, this morning, SEG comes in and asks me whether I wanted her headset.
It seems that she no longer likes it; the head strap thingy that holds it on musses up her hair. Now seeing as how I don't have that problem (I don't have hair long enough to muss), once I had got the giggles under control I graciously agreed to take it off her hands. Tomorrow, she takes delivery of a headset that hooks over her ear, without the head strap thingy. Our spiky-haired IT director, who looks vaguely like Annie Lennox starring in a Matrix sequel, has one and SEG figures that it's hair-friendly.
The people I work with are weird that way; we tend to get very... ruthless over office accessories and furniture. For example, even as an articling student I had a partner-level office chair. How did I pull this off? Some years back, the firm suffered something of a mass defection when a bunch of bankruptcy litigators buggered off to start their own boutique. For a while, there were several empty offices, so each articling student had their own office with a nice desk and chair. One of the guys who was finishing his articles while I was just starting mine had quite simply kept his nice office chair when he was moved back into an articling student office with myself and one other guy. For a while, we were sitting in admittedly perfectly adequate but insufficiently (to our minds) luxurious chairs, while he was seated in this rather nifty high-tech Studly Chair Of Ergonomic Coolness. They decided not to hire him back, and within thirty seconds of him having left for good I'd glommed his chair. It was still warm when I sat down in it. I hung onto it until about three years ago, when they gave me a nicer one.
Then there's the story of KDD and I liberating a lovely leather armchair, a nice coffee table, one desk lamp, and a print (of The Death of Wolfe on the Plains of Abraham, natch) from the office of one of the estates guys who decided to go practice in Bermuda. She drafted me for lifting purposes, swore me to secrecy, and we waited until 21:00 on the night he left before striking. We beat two of the Maritime guys to the print (both of them were still looking for it weeks later). My share of the loot was the desk lamp (they eventually gave me a nicer one). She still has the coffee table, but somebody vastly senior managed to snaffle the chair (there were two of them, and he wanted both to make a matched set).
And lastly, I suspect I was turfed out of my old office (SXT's current office) because TC, one of the real estate lawyers and a thoroughly lovely person, was sick of her old furniture. A year and a half ago, when we reshuffled offices on our floor to improve departmental cohesion (SXT, SEG, and I were on three different sides of the building), she wangled a new office, SXT inherited mine, and I got her old office. SXT moved his extremely impressive desk into my office. TC got my brand spanking new desk, because it had a right-hand return which matched her new office's door placement. And seeing as how I was just moving into her office, *I* got stuck with her decent, but somewhat mangled, furniture, which had a left-hand return which took me some getting used to. But I'm not bitter... nooo.
Off to bed.
...was mildly brutal.
I was surprised at one point. A surprised lawyer is a bad thing; we get all self-righteous and paranoid.
Suffice to say that I wound up working rather late. Had to order in sushi for dinner, which was fun. Yummy sushi (from Asean Garden, btw) which I scarfed down like a starving sushi-crazed lemur on a starving sushi-crazed lemur sushi feeding frenzy because brunch had consisted of an oatmeal cookie and a big mug of hot chocolate at about 16:00 (and if the Spousal Unit finds out about that particular day's meals I am a dead lemur).
In other news, I need some exercise. What with several weeks of being to damn busy to do more than occasionally walk home, and a diet consisting of whatever I can snaffle at a moment's notice (with the exception of occasional yumminesses prepared by the Spousal Unit), I am getting fat. This sucks.
The one up thing about yesterday, aside from the usual working on something complex and interesting with highly motivated people who are very good at what they do was the weather. It snowed. All day. In the morning, I was off at a drafting meeting, thirty-odd floors up overlooking the Old Port. The view from up there is comparable to being in a low-flying airplane. In snowy weather, everything fades off into grayness; edges soften, scenes become muted, and there's always a sense of swirling motion to the view. It made a very soothing backdrop to the otherwise unpleasant meeting. Back at the office, it gave me something to use as a periodic distraction from the chaos; my office is nine floors up, but on the south side of our building, which is built right on the south edge of downtown, where the ground drops fairly steeply away towards the river. I have a view looking out over the Dow Planetarium, Central Station, the Ecole de Technologie Superieure, an bunch of uninspiring industrial buildings, the Five Roses Flour plant, and ultimately the river, the South Shore, and on clear days the Adirondacks way off in the distance.
Today the snow got so thick it hid the Five Roses Flour Plant. It was nice to watch, and to reflect that each of those snowflakes was a unique event. Each particular agglomeration of water molecules had never combined the same molecules into quite that same six-sided crystalline structure, and fallen along the same trajectory to alight upon the same spot, and never would again so long as the universe lasts. The cars in the parking lots below would never be arranged in quite the same patterns ever again, the traffic flows in the streets would never consist of the same vehicles in the same order proceeding to the same destination. Each passing moment was a never-again-to-be-repeated culmination of an infinite number of arbitrary concatenation of contingencies; unforeseeable, unrepeatable, fleeting, and irreplaceable. And oddly enough, rather than feeling anger and frustration at being bound by my own greed and sense of duty to my desk, unable to reflect upon the snowstorm, it gave me a feeling of calm, during the few free moments I got, to look out my windows into the gray sky, to watch the buildings fade off into the snowstorm, and to see the traffic proceeding slowly in the wet conditions, with everything gray and muted and strangely peaceful.
I hope it snows again today.
Today was an interesting one...
First off, I forgot to set my alarm clocks last night, so I slept in until 07:15. This would not have been problematic, save for the fact that I had to meet SEG at 08:00 to prep for a meeting. I think it was the fact that it was getting light outside was what woke me. For the past few weeks I've been getting up at 05:00 to 06:30, when the only things up and about are bats and vampires.
By 07:15:10, I was out of bed.
By 07:15:15, I was pissing and brushing my teeth at the same time, while wishing I was religious so I'd have somebody to thank for not being too late.
By 07:45 I was out the door, having shaved, inserted contacts, applied deodorant, and dressed. This is one of the reasons I like the Full Metal Jacket Commemorative Hairstyle (every month or so I toddle down to Eddie the barber and tell Eddie or his assistant to take a no.2 shaver and run it all over my head); it is physically impossible to tell from my hair whether I've washed.
By 08:02 I was in the office. I touched base with SEG, got my stuff together for the drafting meeting, and just barely had time to check my Friends page from work before we had to go. I was pleasantly surprised to see that duckienikki had reviewed my LJ for lj_review. The woman is obviously on crack.
I've mentioned SEG previously, and she deserves a bit of description. She's slim, fit and blonde, with blue eyes, a lovely oval face, rosebud lips, and is impossibly graceful. She has a killer wardrobe, owns more shoes than you can safely shake a stick at, and has an infectious laugh. She also swears like a sailor, is completely irreverent, appallingly girly, fiercely practical, has a Prussian sense of discipline and thoroughness and is a brilliant lawyer. I like her, although our tastes and interests are poles apart; she's a lot of fun to work with.
We spent the rest of the day in a meeting, drafting a prospectus. A prospectus is an advertising document for securities (shares, bonds, units in mutual funds or income trusts, and so forth). A drafting meeting is something that's held so as to really move the document forwards, and involves getting the following groups of people together in a conference room for hours on end:
Representatives of the issuer: senior officers of the company that's issuing the securities. Their company wants money so that it can build the new widget factory, or make that expansion into Uzbekistan, or what have you, and they're usually very enthusiastic about it. Were they left to their own devices, they would produce a prospectus that would read like spam for a herbal penis enlargement product: "Buy our preferred shares and your portfolio will grow at least 15% in three weeks! Guaranteed!" Since this sort of language in a prospectus tends to have a Viagra-like effect on lawyers who have been hired by investors who become frustrated by their investment's limp performance, they need the assistance of...
Counsel to the issuer: these are lawyers hired by the issuer to help draft the prospectus, making sure in the process that the prospectus complies with all applicable legal and regulatory requirements (see herefor a sample). They're the guys who have the most work to do, as they have to take their client's inflated and purple prose, and make sure that all the required form and disclosure requirements are complied with, while putting up with a barrage of commentary from the underwriters and their counsel.
The underwriters: underwriters are the bridge between the issuer and the market. These are the guys who know the investment business inside out. They make money helping companies raise money. They're the experts at shaping the prospectus to fit the market's need, going out and drumming up interest among the brokers and advisers and institutional investors. If you're a company and you want to go public, these are the guys you call second (after you've called your lawyers). They are advised on legal matters by...
QDD, SEG, and myself: we are counsel to the underwriters. We do due diligence on the company and review successive drafts of the prospectus to make sure that our clients are not going to wind in court because of something in the prospectus, such as a misrepresentation, omission, or downright fraudulent statement or other Really Bad Thing. Our job, once the due diligence is done, is to make sure the prospectus is Other Lawyer Proof.
Anyhow, we spent eight forking hours just on the substantial stuff, while giving Our Friends Across The Table a marked-up copy of the prospectus so they could fiddle with comma placement, eliminate typos, etc. The whole thing was very chummy, really, for a meeting involving three corporate suits, five lawyers from two firms, and a couple of investment bankers. QDD and the senior underwriter made some sweeping, big-picture comments on structure and so forth, and then left, leaving SEG and the junior underwriter to make the more detailed comments. We went through the prospectus line by line, picking nits and quibbling. We had a few laughs, an execrable lunch, and got a lot of work done.
I'm still going to have to go in all weekend (tomorrow to deal with my other files and Sunday once the counsel to the issuer have got another draft ready), but today was fun.
Woke up around 07:30 after a full twelve hours of sleep. The Spousal Unit and I vegged out for a while, reading the newspapers, having breakfast, and playing with the FLB. It was raining heavily earlier, and the FLB was soaking wet after his morning walk. He goes all curly as he dries out, so he was looking even sillier than usual for a while. And smells worse; a wet Westie is a horrible thing to sniff.
I was planning on going in to work today, but somehow a mix of fatigue, the fact that I haven't spent any time with the Spousal Unit in what seems like forever, and my sheer inherent laziness all combined to have me stay at home all day. It was both fun and Not A Good Thing, as I will now have to go in ungodly early tomorrow if I want to get my work properly done tomorrow and still manage to make brunch to boot.
Anyhow, I got some quality computer game time in; tried one of the lakes I hadn't previously tried in Championship Bass (and caught a 6 lb 11 oz smallmouth, go me) and finished the Temple level (as a Marine) in Alien vs. Predator.
Later on, we walked the FLB over to Westmount Library in the rain. For those of you who've never been to Montreal, Westmount Library is a very nice library situated in Westmount Park, which is a very nice park situated in Westmount, which is a part of town inhabited by an abnormally large population of nice little old ladies who wear tweed and Burberry raincoats and like to feed the squirrels in Westmount Park. The squirrels in Westmount Park live an idyllic and privileged existence. They're positively obese, like gray-furred footballs; they're fat, and sassy, and unafraid of man, beast or dog...
Y' see, for every little old lady in a Burberry raincoat feeding the squirrels, there's another little old lady in a Burberry raincoat walking an obese and brainless Golden Retriever, or a spoiled and psychopathic Pekinese, or an Italian Greyhound with severe anxiety issues, or... And the squirrels know that the dogs are leashed and so they are utterly unafraid of them; they know when to start running, and how far up the trunk to scamper when a dog goes for them. I've never seen a squirrel get caught, and we've been going there for years.
The FLB, being an eternal optimist, stalks the squirrels. The Scottie my brother and I had as kids chased squirrels in a very different way; he'd see one, start yapping, and charge (no matter how far away he was). The FLB, on the other hand, actually stalks them. He freezes on point when he spots one, slowly creeps towards it low to the ground (much like a cat), and charges when he gets within range. Once the squirrel has been chased up a tree, he immediately forgets about it and goes to scavenge whatever it had been eating. I'm not sure whether he's more interesting in catching the squirrels or stealing their peanuts.
What with all the chasing of squirrels and agreeing with the little old ladies that yes, he was a very cute little dog, and yes, he was a Westie, and yes, Angus was a very good name for a Westie, we got to the library at about 16:45, leaving just enough time before closing for the Spousal Unit to get her books while I held the dog in the rain. And then we came home.
I must say that I like struggler's default icon.
It occurs to me that I've been complaining at length about how busy I am of late, without really alluding to what I've been up to beyond vague hints about "due diligence". Without going into any details about what the file is actually about or who the parties are, I figure I'll explain what due diligence is and how a transaction proceeds, in order to counter the popular stereotypes about lawyers that all we do is hang around in unisex bathrooms complaining about our emotional lives when we aren't busy having fits of overblown histrionics in the courtroom. We don't, or at least securities lawyers don't. I haven't been inside a courtroom in four years and our bathrooms are segregated along gender lines.
Let's say that the firm at which I am a mid-level associate represents Party A. Party A is a corporation that wants to do a deal with Party B. Party B is a public corporation that has numerous employees, assorted premises, various assets, some intellectual property, is party to innumerable contracts with suppliers, clients, strategic partners, service providers and so on, holds a few government permits and licenses, and has a complex banking history. And that is just for starters; a modern corporation is a stunningly complex organization.
Now obviously, Party A is not going to give Party B large amounts of money in the deal without first making sure that no nasty legal surprises will happen; while they trust Party B to the point where they're willing to do business with them, they still owe it to their shareholders and creditors to not go blindly into the deal. So they will want to know everything about the corporation so that they can make their business decisions with the most and best information possible.
This is where my colleagues and I come in. At my level, we're usually summoned into a partner's office, and informed that a) Party A is doing another deal and b) that we are to do the due diligence. After consultation with our esteemed clients Party A, who explain to us what they intend to do, we prepare a due diligence list setting forth all the various documents and other items that we will need to examine before we can advise our clients to proceed. We add to this items our client wishes to inspect, and forward this to Party B's counsel.
Party B, with the assistance of their own counsel, usually proceeds to prepare what is termed a "data room", containing, in a more or less organized manner, everything on the due diligence list (in theory, at least). The due diligence list usually starts with detailed financial information, all the documentation required to ascertain Party B's corporate existence and good standing, all real estate documentation, equipment leases, banking documentation, significant contracts, patent and trademark information, employment agreements, government permits, and so on, and so on, and so on.
Once the data room is ready, my colleagues and I then proceed to descend upon it like a horde of locusts, armed with legal pads, Dictaphones, laptops, photocopiers, cell phones and fax machines. Over the course of the due diligence, which can take anywhere from a day to several weeks depending upon the size and complexity of the deal, we make sure that Party B was properly incorporated, that its shares have been duly issued and properly listed, that its corporate records, registrations, and so forth are up to date, and that it is not in default on any loans or other agreements. We make sure that it is not involved in any legal proceedings. We verify its solvency. We check out its labour relations. We make sure that it holds all the permits it is required by law to hold. We review every single significant document. We tour the premises. We have long talks with Party B's senior employees. We research the title chain on all its real estate. And so on, and so on, and so on.
All of this is usually done under enormous time pressure; deals rarely get done at sedate paces. This is probably due to the fact that a locust-like swarm of lawyers, all with their meters running all day long, can have a locust-like effect on the budget for the deal.
Once the due diligence is complete, we report to our client, often in a long, technical, and detailed letter. And then negotiations are concluded, we draft the documentation, and the deal is closed (usually at what's called a "closing", where all the important documentation is organized in file boxes in a large conference room, the proper people sign the proper documents in the proper order, funds are transferred, hands are shaken, the main players make (self) congratulatory speeches, and everybody goes home.
The next day, whoever's most junior on the deal comes in, and prepares what are called closing binders for everyone. These are binders containing all the relevant documents, from the first letter of intent to the certificates of good standing for each party to significant correspondence, to the main and secondary agreements, various officer's certificates, supporting documents, and so forth. A table of contents and tabs are a must. A small deal will usually have a 50-item closing binder; a really big deal can have a multi-volume set of several hundred documents that are actually bound into hardcover books with really nice binding.
Once the deal is done, you then try and catch up on all the ongoing files that you haven't moved forwards in weeks because of the deal. If you're really lucky, you'll have time to do this before the next deal fires up.
At a later date, a closing dinner is held. This is usually done at a very nice restaurant. People drink and eat and schmooze and make (self) congratulatory speeches. In the securities business, tombstones are handed out; these are Lucite paperweights with a reproduction of the front page of the prospectus in them. Over the course of your career, you can collect dozens of tombstones, which you put on your bookshelf in order to impress other lawyers with your total legal studliness.
Fascinating, isn't it?
Current mood:
tired.
