Category: Humor

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Happy 4th to The Persons of the Divided States of America

shredded flag“Person means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated business association, joint venture, governmental entity, or other organization.”

That is from the definitions section of a commercial agreement I happened to be reading today for a consulting assignment.  That type of definition appears in millions of commercial contracts–purchase agreements, merger agreements, loan agreements, leases, licenses, you name it.

In the commercial world, among business lawyers and clients, it is commonly assumed that whenever we reference persons we mean to include every form of organization people have created.   That familiar usage might make the holdings in cases such as Holly Hobby or Citizens United seem natural, with corporations having many of the same rights and duties as people have.

On the other hand, we use the term this way in the business context where the issues being addressed concern commercial obligations and powers, liabilities and indemnities and purchases and sales–not free speech or free exercise of religion.  Moreover, the presence of such definitions in these agreements, despite ubiquity, underscores that it is more natural for persons to be seen only as natural persons, not organizations.

Hard liners on both sides of debates about corporate rights and duties show stupidity, arrogance, or mendacity when declaring either, on the right, “of course corporations are persons” or, on the left, “of course corporations are not persons.” In fact, organizations are not natural persons.  But for some purposes, they should be treated as natural persons are and for others they should not.  (See here for some additional thoughts on Hobby Lobby drawing on the example of Berkshire Hathaway.)

Context is key and hard liners tend to forget context.  In the talk these days about these two SCOTUS cases, it looks as if the Divided States of America is increasingly peopled by hard liners. Alas, that’s not something to celebrate this Fourth of July.

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“Yes, Prime Minister” on Ukraine

90px-Big_ben_closeupTHE PRIME MINISTER:  “Britain should not support law and justice?”

SIR HUMPHREY APPLEBY:  “Of course we should.  We just shouldn’t let it affect our foreign policy, that’s all.”

THE PRIME MINISTER:  “We should always fight for the weak against the strong.”

SIR HUMPHREY APPLEBY:  “Well, then why don’t we send troops to Afghanistan to fight the Russians?”

THE PRIME MINISTER:  “The Russians are too strong.”

Now you can insist on control of your material. You can insist on veto power over everything; down to casting and choice of directors and script approval, you can insist on all those things. J.K. Rowling insisted on all those things. And J.K. Rowling got all those things because there were enough people interested in that. Now if you’re not J.K. Rowling, and you insist on all those things, the studios are not going to be very interested or less studios will be interested in it so you’ll get less money or none at all. Or alternatively, you can not insist on everything and you can just sell them the book and what they do with it is what they do with it and you have to live with it. You no longer have approval over anything, you no longer have…you know what I mean? And those are the two extremes. In between of course there’s a vast area of shades of gray.

— George R. R Martin

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George R. R. Martin on Copyright, Inheritance, and Creative Control

He cares much more about French dynastic history than you do.

He cares much more about French dynastic history than you do.

This is Part 3 of the interview I did with George R. R. Martin in  2007.  For background and part 1, click here.  For Part 2, click here. For the audio file, click here.

HOFFMAN: Yeah, but you just generally right. The trope something that really speaks to folks. I guess maybe that raises a question about your fans generally. You’ve obviously got a huge fan base and I’ve been reading a little bit about them. One question that comes up a bunch of different times is fan fiction and what do you think about fan fiction?

MARTIN: I’m opposed to fan fiction.

HOFFMAN: Why?

MARTIN: Well number one, its copyright infringement and it can potentially endanger my copyrights and my trademarks if I were to allow it. Also, yes maybe it’s a gesture of love that they love your characters and they love your world and all that but it’s not the kind of gesture of love that I really want. And for aspiring writers and some of these people, sure it’s a wide range of fan fiction writers, some who are terrible. Some of them are actually talented writers. I think for the talented writers it’s particularly tragic because they should be doing their own material.

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[If] you read some fantasy, the magic is omnipresent. In Harry Potter the magic is omnipresent, a primarily magic universe. They got magic for everything there. Every time you turn around there’s a new magic thing that’s popping up. A magic hat or a magic sword or a spell to solve something. Because magic is so omnipresent, you don’t have to [resort] to mundane ways to…solve a murder mystery. “Who murdered Joe? Well we’ll just give him the truth spell and he’ll tell us who murdered Joe,” or “We’ll just cast this other spell and open the veil of time and we’ll be able to see who murdered Joe.” If those options exist then it’s very difficult to write a traditional John Grisham type novel or a detective novel or anything that depends on evidence and all that because there are all these magical ways of getting it.

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Lawyers in Westeros

An uncomfortable chair in a modern partner's office?

An uncomfortable chair in a modern partner’s office?

This is Part 2 of the interview I did with George R. R. Martin in  2007.  For background and part 1, click here.  For the audio file, click here.

 HOFFMAN: Are there lawyers in your books that are just in the wings off stage that haven’t yet appeared?

MARTIN: That’s an interesting question. I hadn’t really considered that until I started reading those links that you sent me. There are certainly laws but are there special classes of advocates who make their living by interpreting those laws? My inclination is probably not because the laws my books are administered by lords. In some ways it’s government as much for men than law. We like to say our government in the United States is a government of laws not men. In some ways the Seven Kingdoms I think is the reverse. There is basis of a law but also a lot depends on who is interpreting it and who is sitting in the Lord’s seat, who is sitting on the Iron Throne and how they settle these disputes.

HOFFMAN: Well those are ultimate questions but I think in two places one could have imagine lawyers and one of them again will be this church trial because there were church lawyers in the ecclesiastical church system there were lawyers who specialized in canon law. And the second one was at least twice I can think of in the books there’re trials by combat. And I don’t really know what the other alternative would be but I assume would be trial by jury – the path that Tyrion did not choose both times. And I was thinking –

MARTIN: Well he does choose in the first…in the second…second of his two trials, he is being tried – it’s not by jury – it’s by lord. There’s no jury of his peers, no twelve people that are randomly picked but there are three lords sitting on his case and hearing the evidence.

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Hockney, Phones, and Is It Art?

Payphones DeYoungI was lucky enough to visit friends in the Bay Area and go to the de Young David Hockney exhibit. It is a large exhibit that starts on the bottom floor and moves up to another. In between you pass through a store for the exhibit. Beyond that I saw some other unintentional art. Three pay phones. 50 cents a call. I assume they worked. Didn’t touch. Might have been an installation of quaint technology.

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A silly game for those at AALS and the blogger event

Someone thinks they can tell what your politics are based on what you drink:

Consumer data suggests Democrats prefer clear spirits, while Republicans like their brown liquor. Democratic drinkers are more likely to sip Absolut and Grey Goose vodkas, while Republican tipplers are more likely to savor Jim Beam, Canadian Club and Crown Royal. That research comes from consumer data supplied by GFK MRI, and analyzed by Jennifer Dube of National Media Research Planning and Placement, an Alexandria-based Republican consulting firm.

I assume a political consulting firm wants to know this data so that it can target potential voters, especially those likely to vote and vote a certain way.

Then again, I wonder at the biases here. It does not look like the brand scatter relates only to price. So bourbons may be more favored in Republican areas. But San Francisco, that conservative stronghold, has a an excellent run of rum and whiskey focused bars.

Maybe the best idea is to be equal opportunity as a drinker. Start with gin, move to rum, have some wine, close with whiskey or port. Or drink cocktails. In the words of Radar O’Reilly “Uh, sir, if you’re thirsty. Compliments of Colonel Blake. Scotch. Gin. Vodka. And for your convenience all in the same bottle.”

For now, enjoy guessing what your colleague’s drink says about their politics.

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Are you ready for the Zombies?

Zombie HammerIt’s New Year’s Eve and I am used to at least some telling me the end of the world is nigh. Be it the Rapture or some other event to end times. My friend Kevin Stampfl is prepared. That is his zombie hammer. I might have to learn how that might fit into mixed martial arts. Ah and there’s another New Year’s resolution. Well, assuming the zombies don’t come right away.

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Cruel and Unusual Puns

Alright, fellow professors, do you have any favorite awful jokes that you inflict on your longsuffering students use to liven up lectures?

I definitely have a set of puns and bad jokes that I draw on. For instance, I tend to start my Perpetuities lecture by noting that “perpetuities are so annoying, there ought to be a rule against them.” (Rimshot.)

But my all-time favorite pun is one that I use at the end of the class on insider trading. After setting out the rule, talking about misappropriation, discussing tipper/tippee liability, running through cases and exercises, I finally note to the class,

“This can create some further complicated issues. For instance, if former VP Al Gore gave material non-public information to his former wife — then she would be both Tipper and tippee.”

Pause. Wait for them to catch it. (This takes slightly longer each year, as ten-year-old politicians fade from memory.) And then smile.

Yep. Definitely the best of the cruel and unusual puns.