“I’m sorry, but the board of directors have decided to replace you.”

Friends:

 

A lot has been made about athletes and their supposed duty to be good role models for the youth of society.  With sports heroes being arrested for drunk driving, domestic abuses, and sometimes even more violent crimes, you cannot look to the sporting world for guidance in being upstanding citizens.

 

So I guess that leaves television and movies, right?  Parents these days seem to be so uninvolved in their kids’ lives that the television has become a pseudo-babysitter.  But for you parents, be wary– there are traps out there.  Shows that seem to promote theories of hard work and responsibility might really be elaborate shell games.  Let me offer one from my childhood:

 

From 1984-1993 a television show aired on the Disney Channel and was clearly the precursor to current hits like Hannah Montana.  Of course, I am speaking of “KIDS Incorporated.” 

 

For those of you who may not be familiar, “KI” was a show featuring talented kids as young as 8 and ranging up to the mid-teens who had formed a band called “KIDS Incorporated” that regularly played at the local malt shop and dealt with typical young kid and early teen issues.  Nothing too heavy, but entertaining.  And the show prided itself on its realism; its singers could really sing, its dancers really danced, and its musicians could really play their instruments.  As the stars got too old, they were replaced with new stars and the show continued on seamlessly.

 

And these were some talented kids– some stars of the show who you might recognize include Jennifer Love Hewitt, Mario Lopez (“Saved By The Bell”), Martika (“Toy Soldiers”) and, perhaps most famous of all, Fergie from the Black Eyed Peas. 

 

Sounds harmless, right?  Don’t be fooled.  I don’t think they were really incorporated.  I checked with the Secretary of State and there is no evidence that a bunch of kids filed Articles of Incorporation calling themselves, “KIDS Incorporated.” 

 

This is the problem with society today.  Kids are taught it is ok to cut corners.  My guess is that they got their first gig after playing the Lipschitz Bar Mitzvah and maybe a Quinceanera and figured that they might need to graduate to a big time name that would give them some legitimacy.  Why not throw an INC after their name?

 

So they use this name but they never filed Articles of Incorporation.  Ok, fine.  But did they file a fictitious business name statement or maybe even trademark the name?  I couldn’t find any evidence of it.

 

Let’s assume that they did have a quasi-corporation; there was never an episode that showed the tense board meetings in which it was decided what songs to sing or how much to pay the back-up dancers.  Who ran this corporation anyways?  The band was always made up of 5 individuals, 2 boys and 3 girls.  Had stock been issued to show that the corporation was owned primarily by the girls?  Might have had an impact on whether they qualified for government contracts. 

 

Or consider this — what happened when someone left the band?  Did the rest of the group purchase the departing member’s stock?  Did they have some kind of Buy-Sell Agreement in place to address these issues?  Or maybe the corporation redeemed the stock.  Did they even consider the tax ramifications of a stock redemption as opposed to a stock purchase? 

 

And I swear I saw the band members being paid in cash, or as we might say, “under the table.”  Did they pay taxes on these earnings?  You never saw the bank members meet with their financial advisors or attorneys.  Did they have any insurance to take care of their dancers and musicians?  It is not unrealistic to anticipate that dancers might pull muscles or musicians might get blisters or carpal tunnel syndrome.  Was anything done to deal with this?  I doubt they could have been considered independent contractors, rights?

 

So when the dancer who falls off the stage because the lights were too bright and breaks his ankle and can never dance again, do the band members expect that since they called themselves KIDS “Incorporated” that the corporate veil would protect them?

 

Be careful, be careful, be careful.  Do you want your kids to be educated in such a haphazard and irresponsible way?  We MUST teach our kids right.  We MUST teach them the importance of using the proper business entity.  We MUST teach them that stock ownership is something to take seriously and not to play around with willy-nilly.  We MUST teach them to fear and respect the corporation.

 

As a parent, I am appalled and disgusted and will never let my daughter watch such filth.  We will just stick to the CSI shows instead to get our realism.

 

This week, be responsible about the lessons you teach to the youth of our community.

 

Rob

 

www.ahslawyers.com

 

www.robcohen13.wordpress.com

 

   

 

PS  If you would like to see reprints of any of my emails, you may find them on my blog website at www.robcohen13.wordpress.com.  Also, be a daredevil and forward this to a friend if you think he/she might enjoy it.

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“So this is what a courtroom looks like.”

Friends:

 

The novel “Catch-22” by Joseph Heller is a classic of modern literature and the root of the paradox that became known by that idiom: a “Catch-22.”   We all know what it means conceptually, but have you ever considered that you may face Catches-22 (or Catch-22s) every day of your professional career? 

 

A Catch-22 is a logical paradox.  In the novel, which portrays the events of a U.S. bomber squadron in Europe during World War II, the basis for the term was, as best as I can describe it, thus: 

 

A pilot or crewman who was unfit would be grounded from missions.  But to be so grounded, the pilot or crewman must first make the request that he be evaluated so as to determine if he was unfit.  Of course, if the pilot or crewman did make such a request, he clearly could not have been unfit, because he knew well enough to make such a request.  Thus, the paradox.  It was impossible to be declared unfit.

 

Our professional lives may not be quite as confining as in the novel, however we all face the same issues.  Consider the practitioner in the field of civil litigation (since I have some experience in that arena).  The civil litigator is, for lack of a better term, a trained assassin.  And, for the litigator who charges on an hourly basis (I am exempting those practitioners who primarily take matters on a contingency basis), a litigated matter is a strong source of cash flow and business sustainability.  A litigated matter which proceeds over the course of many months can be akin to an annuity, a steady income stream which is the lifeblood of many a law practice.

 

The statistics are out there and they are staggering.  98% of all lawsuits that get filed never proceed through to trial and verdict.  So whereas only 2% of lawsuits actually end with a winner and a loser, the rest resolve themselves prior to trial.  And at that, they don’t all settle on the courthouse steps the day that jury selection is to begin.  They settle at all points on the map between filing of the lawsuit and the trial date. 

 

So go back to my earlier statement about the litigator and it being the potential lifeblood of a law practice.  The litigator needs the lawsuit to drag on, to proceed through many months of discovery, motions, depositions, and settlement conferences.  The longer he/she can drag it on, the more cash flow that can be derived.

 

But not necessarily the best for the client.  The best case scenario would be a positive outcome at minimal cost. 

 

Thus, the paradox.  Does the litigator do what is best for his client, knowing that the best case scenario for the client, if achieved, will actually prove to be a poor business model?

 

The same can be said in other professions as well: insurance, real estate, banking.  With a society as cost-conscious as it is, it is the professional who gets the lowest-cost for his client who will be successful.  But when an insurance agent’s commission is a percentage of the cost of the insurance procured, and the best case scenario for the client is the lowest cost insurance available, that doesn’t provide the best money-making strategy for the professional, does it?

 

Or the real estate broker representing a buyer.  The higher the price, the better the commission.  But the client wants to pay as little as possible; so if the broker is successful in making the deal at the lowest cost, it results in a lower commission.

 

Seems to all come down to ethics, don’t you think?  Your clients either trust you because you are ethical and will make their best interests your number one priority, or you will cease to have clients.  Of course, you can’t get rich on ethics.  But hopefully you can at least be successful. 

 

Rob

And the Lord said unto Abraham, “Get thy affairs in order!”

Friends:

Could simple estate planning have prevented war as we know it?  Yes, I sometimes think weird things while sitting in Temple for the Jewish High Holy Day of Rosh Hashanah.  The curse of being a lawyer, I guess, viewing things with an eye towards resolving conflict or preventing them from even beginning.

Consider these facts:     A man and a woman have a relationship for many years and from that relationship they produce a son.  After 15 years in this relationship, the man begins a relationship with and subsequently marries another woman and has a son with her.  Man loves both his sons equally, however his wife only has eyes for her son and doesn’t want her son to have to share his inheritance with the son from the previous relationship.

Do you see the dilemma?  First and foremost, the man does not want the courts to sort through all of this.  The probate court is a court of equity, so it will seek out the most equitable, the “fairest”, method to divide the estate.   That might not be the best result.

What to do, what to do?  Well, an estate plan is a must.  The only way to control “from the grave,” so to speak, is to have a comprehensive plan in place.  How that plan will look, however, depends on many factors, and it may even require the husband and wife to have separate plans.  But it absolutely has to be written down in the proper form for it to be effective.

Think my fact pattern is a far-out prospect?  This is the 21st century.  The family unit is being torn asunder with more frequency and it is not uncommon for people to marry twice, three times, four times, or even eight times (Elizabeth Taylor!).  Couple that with the fact that people are living longer and are having kids later in life, the fact-pattern above is becoming more common.

Back to my initial fact pattern.  Check out the book of Genesis, Chapter 21, verses 9 and 10.  Well, I will save you the trouble and set it out for you.  You may not have the facts right at your fingertips, so here is a refresher:  Abraham was an old man and had a son with Sarah’s maidservant, Hagar.  The son’s name was Ishmael.  About 15 years later, Sarah was blessed with a son, Isaac.  You are caught up, so here is the verse I cited above:

“Sarah saw the son whom Hagar the Egyptian had borne to Abraham playing.  She said to Abraham, ‘Cast out that slave-woman and her son, for the son of that slave shall not share in the inheritance with my son Isaac.'”

Well, I guess that is one way to deal with the situation; the current wife expels the first child and banishes him.  Or, Abraham could have simply gone to the local attorney and had an estate plan prepared.  It is said that Ishmael was the father of the Arab people, so can you imagine the thousands of years of fighting and strife that could have been avoided had Abraham simply drawn up a will and a trust?

Sounds like every day of my life, arguing in court the division of assets of estates amongst the beneficiaries.  A good estate plan goes a long way.

And you thought this was all a new development, these second family situations…

Rob

www.ahslawyers.com

www.robcohen13.wordpress.com

“Consider yourself one of us. Consider yourself one of our family”

“Standing over them, with a toasting-fork in his hand, was a very shrivelled Jew, whose villainous-looking and repulsive face was obscured by a quantity of matted red hair.”

I mentioned before that now that I don’t have to read classics for school, I sometimes delve into them for my own growth.  I truly believe that the “classics” are better when you aren’t being forced to read them, and it couldn’t be more true with “Oliver Twist.”

We all know the story, whether it be from having the book forced down our throats in high school or from the musical which we sat through at least on one occasion.  But reading it now, as an adult, I am taken with some of the characterizations and it made me think:  Could Charles Dickens even write “Oliver Twist” in today’s society and, if he did, would it be as celebrated as it was in the 19th century?

One of the most indelible images from literature which ranks up amongst the most memorable of characters, is that of the character of Fagin.  The hooked nose, the shrivelled skin, the matter hair, the wicked sneer.  Of course, now we look back and think of the characterization as comedic and satirical, but back then, Dickens was a social satirist utilizing his literature as a way to criticize and attack English society.  Come on, we all learned that Dickens’ father was in a debtor’s prison and so much of his novels were aimed at disparaging English society and its actors.  So I am not so sure that Fagin was an exaggeration, but may actually be how Dickens perceived Jews.

Take another example:  The character of Shylock in Shakespeare’s “The Merchant of Venice.”  This characterization of the moneylender has so resonated for centuries that the term “Shylock” is still used to describe and demean a Jew.

(Please do not take this as me focusing only on the anti-Semitic portrayals; I simply do not know my Shakespeare well enough to examine other portrayals.  Although I am fairly certain that Othello was a moor, not a moop.)

Could either of these pieces of literature (for it is indisputable that these pieces are amongst the greatest works ever written) be written in the 21st century, with our society of political correctness?

Look– I am not a Shakespearean scholar nor am I a Dickensian pundit.  All I know is that society has changed and satirical characterizations of ethinc groups is simply taboo these days.

Consider this:  Just 2 decades ago Michael Crichton wrote a book called “Rising Sun” which examined Japanese and American relations, centering around the murder of an American woman in a Japanese corporation’s board room.  You might remember the movie with Sean Connery and Wesley Snipes.  An interesting piece of trivia of which you may not be aware.  The villain in the novel was a Japanese man; in the movie, the villain was changed to an American man, simply because of concern for the negative portrayal of the Japanese man.

I am not using these illustrations to claim that literature today is suffering because it is politically incorrect to satirize ethnic groups.  I am simply questioning whether these pieces of literature (and I am sure countless others) are viewed with rose-colored glasses because of their ability to stand the test of time and do we have a responsibility to criticize them for their anti-Semitic, or racist, or xenophobic features?

One last example– one of the greatest movies of all-time, “Gone With The Wind.”  I confess, I have never seen the movie, but I do recall that one of the characters, Mammy, appears to be a fairly over the top portrayal of an African-American house servant.  “Gone With The Wind” was a celebrated novel first.  Could you write “Gone With The Wind” today?

All I know is, you couldn’t make “Blazing Saddles” today, could you?  Can you imagine the uproar?  Who will argue that “Blazing Saddles” is not a classic?

“Excuse me while I whip this out.”

Have a great week.

Rob

www.ahslawyers.com

www.robcohen13.wordpress.com