#Lawyer at Skadden

[davidleavittofelmtreefunds]

David Leavitt of ElmTree Funds | Head of Strategy

David Leavitt of ElmTree Funds is an attorney who has worked for over 14 years in fund management. He has presented for real estate industry events on topics related to real estate investment by international and domestic investors. David began his career at Skadden, Arps, Slate Meagher & Flom LLP before working in the real estate tax practice of PricewaterhouseCoopers. He holds a JD from Chicago-Kent College of Law.

[heirofhermes]

@lcbcshcart liked this for a starter

"Mr. Reinhart?" Sebastián greeted, poking his head through the door with a cup of coffee in his hand. It wasn't every day that he visited the FBI, but it always seemed to be memorable... Perhaps today wouldn't be the exception.

"I'm Sebastián Atehortúa, the Skadden lawyer who first came across the russian mob involvement with our mayor... I was told to come find you."

[freenewsreport]

Michal Berkner: A Legal Trailblazer in the World of M&A

Who is Michal Berkner? If you're in the legal or business world, chances are you've heard of her. Michal Berkner is a name synonymous with excellence in the legal industry, especially in the field of mergers and acquisitions (M&A). With over 27 years of experience under her belt, she has become a force to be reckoned with, particularly in the life sciences, healthcare, and technology sectors. But what makes her stand out in such a competitive field? Let's dive into the remarkable career and contributions of Michal Berkner.

The Early Days: Where It All Began

Michal Berkner's journey to becoming one of the most influential lawyers didn't happen overnight. Born with a passion for law and justice, she pursued her studies rigorously, eventually gaining qualifications in both New York and England & Wales. This dual qualification set the stage for an international career that would see her advising on cross-border transactions and corporate governance at the highest levels.

A Lifelong Commitment to Excellence

From the get-go, Michal Berkner was dedicated to excelling in her field. She quickly made a name for herself in the world of M&A, focusing on complex transactions that required not just legal expertise but also a deep understanding of the industries she served. Her work in the life sciences, healthcare, and technology sectors has been particularly noteworthy, as these are areas where the stakes are incredibly high, and the legal landscape is constantly evolving.

Michal Berkner at McDermott Will & Emery

One of the most significant milestones in Michal Berkner's career was joining the London office of McDermott Will & Emery as a partner. Here, she continues to practice in the field of mergers and acquisitions, where her expertise is invaluable. McDermott Will & Emery is a global law firm known for its work in the healthcare and life sciences sectors, making it the perfect platform for Berkner to showcase her skills.

A Leader in Cross-Border Transactions

Michal Berkner's role at McDermott Will & Emery involves advising clients on some of the most complex cross-border transactions in the world. Her ability to navigate the legal intricacies of multiple jurisdictions has made her a go-to lawyer for companies looking to expand globally. Whether it's a multi-billion dollar merger or a strategic acquisition, Berkner has the experience and insight to guide her clients through every step of the process.

Recognitions and Awards: A Testament to Her Impact

Michal Berkner's contributions to the legal field have not gone unnoticed. She has been ranked among the most influential lawyers in both "Chambers Global" and "Chambers UK." These rankings are a testament to her expertise, dedication, and the respect she commands in the industry. But that's not all. In 2017, she was named one of the 50 Women Business Leaders of the Year by the "Financial Times," a recognition that highlights her impact not just as a lawyer, but as a leader in the business world.

Championing Women's Rights in the Legal Profession

One of Michal Berkner's most significant contributions outside of her legal practice is her work in advocating for women's rights in the legal profession. She was instrumental in the formation of the Skadden Women Attorneys Network, a platform that supports and empowers women lawyers. Her efforts have been lauded across the industry, and she continues to be a vocal advocate for gender equality in the workplace.

The Human Side of Michal Berkner

While Michal Berkner is undoubtedly a powerhouse in the legal world, it's important to remember that she is also a person with a life outside of work. Despite her busy schedule, she has always found time to mentor young lawyers, particularly women, helping them navigate the challenges of the legal profession. Her commitment to giving back to the community is one of the many reasons she is so highly regarded by her peers.

Conclusion

In a world where the legal profession can often seem impersonal and detached, Michal Berkner stands out as a beacon of integrity, expertise, and humanity. Her work in mergers and acquisitions, particularly in the life sciences, healthcare, and technology sectors, has had a lasting impact on the industry. But perhaps even more importantly, her advocacy for women's rights in the legal profession has paved the way for future generations of women lawyers.

Michal Berkner is not just a lawyer; she is a leader, a mentor, and a trailblazer. Her career is a testament to what can be achieved through dedication, passion, and a commitment to excellence. As she continues to break new ground in her field, there's no doubt that Michal Berkner's legacy will inspire many for years to come.

[best2daynews]

ChatGPT’s IP land mines - Roll Call - best news

Skadden Arps super lawyer Stu Levi joins the podcast to talk about what ChatGPT means for intellectual property law. More on fintech: The past and future Silicon Valley ‘Howey’ gonna regulate crypto? After the asteroid: What’s next for fintech in 2023? The post ChatGPT’s IP land mines appeared first on Roll Call. Source Link

[mostlysignssomeportents]

A lexicon of euphemisms for “corporate crime”

Seen in one light, America has an epidemic of corporate crime. Companies like United, Boeing, Wells Fargo and Walmart attract hundreds of government enforcement actions. But these companies almost never end up facing criminal charges — instead, they get “leniency agreements,” which they violate, again and again (United’s done this 533 times).

https://prospect.org/power/corporate-most-wanted-list/

Functionally, the USA doesn’t have a corporate criminal law system at all, even though corporations commit 20x more crimes than natural persons, and their crimes attain a scale and severity no human criminal could ever hope to match:

https://pluralistic.net/2021/10/12/no-criminals-no-crimes/#get-out-of-jail-free-card

These aren’t just accounting fraud and wage theft, either — think homicide, arson, drug trafficking, dumping and sexual offenses. And that’s just what we know about — only 5% of corporate crimes ever come to light.

Writing for the Corporate Crime Reporter, Russell Mokhiber offers a list of euphemisms that the press, the corporate bar, and law schools use to magic corporate crime out of existence:

https://www.corporatecrimereporter.com/news/200/call-corporate-crime-corporate-crime/ The WSJ calls it “Risk & Compliance.” The NYT calls it “white collar crime” — a favorite euphemism also used by the ABA. As a euphemism, white collar crime has a huge advantage, in that it equates a bank teller who steals from a bank with a bank — like Wells Fargo — that steals from millions of its customers.

Big Law uses the “white collar” euphemism (Gibson Dunn), but also “Government, Regulatory & Internal Investigations” (Kirkland and Ellis). Skadden casts a wide net with “Government Enforcement and White Collar Crime.”

The DoJ bends over backwards not to call corporate crime “crime.” When a firm like Purdue Pharma or Boeing settles a claim, the cops on the corporate beat put out press releases celebrating their “agreement to pay” a fine. Mokhiber: “Look how agreeable they are.”

Settlements like Boeing’s — for the death of 346 people — don’t include a corporate guilty plea. There are no charges laid against execs. No manslaughter charges are laid. And yet the DoJ says they’re “holding Boeing accountable.”

Maybe that’s finally changing?

https://pluralistic.net/2021/11/12/with-a-fountain-pen/#recidivism

Biden Deputy AG Lisa Monaco gave a speech announcing a drawdown in these leniency agreements and a new era of criminal charges for criminal acts, including criminal indictments of individual executives:

https://www.justice.gov/opa/speech/deputy-attorney-general-lisa-o-monaco-gives-keynote-address-abas-36th-national-institute

But she’s in for an uphill battle. The DoJ is stuffed full of ambitious lawyers who dream of careers at Big Law firms, like Erin Nealy Cox who negotiated Boeing’s leniency on behalf of the DoJ. Boeing was represented by Kirkland and Ellis and now, Cox is a partner at…Kirkland and Ellis.

And the DoJ is still tying itself in knots over their unwillingness to call crime “crime.” Deputy AG Monaco is scheduled for an interview with the WSJ over her landmark speech — and the DoJ’s press release calls this a discussion of “the intersection between business and government.”

You can’t make this stuff up.

Image: Sam Valadi (modified) https://www.flickr.com/photos/132084522@N05/17086570218/

CC BY 2.0: https://creativecommons.org/licenses/by/2.0/

[biglawwoes]

BigLaw Firm Impressions (by office)

This is based purely on individual experiences either interacting with the lawyers, working at the firm, or attending presentations from the firm. I won't be indicating which is which. Some won't be office-specific. Nothing here is meant to assert as truth something that isn't and it's based purely on personal opinions. Lists are in alphabetical order.

Best Impressions

Akin Gump (NY) - Youthful, fun energy. Get the sense that they're a forward-thinking/progressive office.

Cravath (NY) - Very polite, professional energy. The vibe is that everyone is there to work but will be very kind along the way.

Davis Polk (NY) - Kind of socially awkward vibe but still nice. They go dutch lmao.

Fried, Frank (NY) - Very gregarious with strong personalities and a bit bro-ey, but it's still welcoming (though most interactions have been with laterals FROM there so maybe that speaks more to the firm culture than anything else).

Gibson Dunn (LA-area) - The most friendly people you will ever meet. It's not just nice, it's supportive and warm.

K&L Gates (DC) - A bit socially awkward but very professional and informative.

McDermott (DC) - Nerdy, kind, and always down for a free meal lmao. Not sure what that says about compensation if attorneys are jumping at any opportunity to eat free though.

Orrick (LA) - Straightforward, confident energy. You get the sense that they've been there, done that, and would much rather be doing anything else than be at work (which is actually more of a good thing than it sounds in this blurb).

Paul Hastings (LA) - Very social vibe but not in the GDC 'let's all be friends' sort of way. People who want to make connections and are not shy about it. Some serious go-getters (guess that can sound a bit social climb-y/fake).

Ropes & Gray (NY) - The most everyday people in BigLaw lol. There's no one personality except that everybody tries to be nice. You definitely get the sense that they work a lot though.

Weil (NY) - Generally nice people but either very outwardly unsure of things or trying to convince you that they are sure of things lmao.

Worst Impressions

Covington - Judgmental, thinks they punch above their numbers but the facts disagree. Quite stuffy and just all around unpleasant.

Katten - Brutally honest and a bit thirsty.

Latham (NY, DC, Chi, LA-area) - While no one personality type prevails, every lawyer I've met from Latham has a few things in common: tries really hard to appear cool/relaxed but fumble the bag immensely, nose in the air because of ranking but literally everyone else knows the truth, overall normal human beings but always seem to have a quiet gunnery/tryhard/hyper-competitive vibe. Also they humblebrag like a mf lol. Idk, it's kinda hard to explain but it's like they want the Cravath prestige with the Quinn Emmanuel culture and it doesn't mesh very well and leaves you feeling awkward (unless you're also that type).

O'Melveny & Myers (LA) - VERY awkward. Like straight up difficult to hold a conversation awkward. They seem nice enough but it's it's so painful to speak with them lmao.

Proskauer (NY) - Bit of an unprofessional vibe and it's not even earned (like Sidley) or due to overt frattyness (like Skadden).

Sidley (DC) - Unprofessional as all hell. The people seem nice enough but they definitely seem chaotic internally.

Simpson Thacher - The most chaotic mess of them all. Straight up unprofessional but tries very hard to pretend it's not. Also, people there are either weird or don't want to be there. So many people straight up tell you they never wanted that firm and are only there because it was the only option/they're in a transition period in their career lmao.

Skadden (NY) - OTT arrogant, know their numbers and flaunt it, lawyers are competitive and standoffish. Feel like they don't have to be kind/accommodating/normal because they're Skadden.

[frankie-agard]

*     ◟    :    〔   rosamund    pike  ,      cis    female    +   she / her    〕      damn  !      is    that    FRANCESCA    “FRANKIE"    AGARD  ?      last    i    heard    they    were    making    a    name    for    themselves    as    a    MANAGING    PARTNER   /   LAWYER    FOR    AGARD  ,      DELOACHE  ,      MCGILLIS  .      i    heard    that    the    FORTY   -   ONE    year    old    is    a    bit    MERCILESS    but    can    also    be    FAIR  .      sometimes    you    can    hear    them    humming    DÉMONS    by    ANGÈLE    &    DAMSO  ,      though    people    mostly    associate    them    with    A    COMMANDING    PRESENCE  ,      IMPECCABLE    STYLE  ,      UNBREAKABLE    WINNING    STREAK .

BASICS

Name: Francesca Agard Nicknames/Alias: Frankie Face Claim: Rosamund Pike Age: 41 Gender: Cis-female Sexuality: Heterosexual P.O.B: London, United Kingdom D.O.B: March 22nd, 1981 Current Residence: Upper East Side, Manhattan, NYC Occupation: Managing Partner at Agard, Deloache, Mcgillis

PERSONALITY

Personality Type: ENTJ Moral Alignment: Lawful Evil Virtues: Just, Assertive, Composed, Eloquent, Loyal Vices: Merciless, Calculating, Controlling, Smug, Manipulative Likes: Loyalty, High Fashion, Winning Dislikes: Disloyalty, Losing

SKILLS

Language: English, French, Italian, German, Dutch, Mandarin Fields of Law: Corporate & Securities Law, Sports and Entertainment Law, Tax Law, International Law

FAMILY

Father: Lord Damian Agard, 8th Earl of Leicester Father's Occupation: Diplomat Mother: Lady Fiona Agard, Countess of Leicester Mother's Occupation: Socialite Sibling(s): Older Brother (45), Older Brother (43)

OCCUPATION

Name: Agard, Deloache, McGillis Address: 375 Park Ave, New York, NY 10022, USA Position: Managing Partner Specialization(s): Corporate & Securities Law, Tax Law, Intellectual Property Law, International Law Notable Client(s): Max Verstappen (Formula One), Amar'e Stoudemire (NBA), Singapore Airlines (outside counsel, Airlines), Izabel Goulart (model), Luann de Lesseps (TV personality)

PLOTLINES (click on a plotline for a more in-depth take - wip)

Frankie is a diplomat's daughter. She moved around quite a lot as a kid and that made her a polyglot. She's lived in Singapore, Hong Kong, The Netherlands, and Paris.

Frankie moved to Washington D.C after graduating from Sorbonne when her father was appointed British Ambassador to the United States. Frankie saw an opportunity to attend the world's most prestigious law school and decided to tag along

Frankie attended Harvard Law School and graduated magna cum laude, obtaining her J.D degree. Years later, she went to Yale and obtained an L.L.M degree.

Frankie is a lawyer. Practicing law had always been her goal in life. The reason behind this is that Frankie believes that being a lawyer means having power and Frankie is driven by power. She believes that lawyers always have the upper hand despite the challenges that come with the job. Frankie loves the fight and she loves winning those fights even more.

Frankie clerked for 2 judges. First, at The United States Court of Appeals for the Second Circuit and then for the Honorable Ruth Bader Ginsburg at The United States Supreme Court.

Frankie worked at prestigious law firms in New York like Skadden and made partner at Wachtell, Lipton, Rosen & Katz before leaving and starting her own firm with two other partners

Frankie practices law in many fields, but her specialties are in Corporate & Securities Law, Sports and Entertainment Law, Tax Law, and International Law.

Despite having lived in the US for so long, Frankie maintained her Received Pronunciation British accent and British values.

Frankie is an ambivert but leans more towards introversion. She's been told to have no empathy and is cold as ice. Even her smile feels cold and insincere. She has been described as unfriendly and unapproachable, but she is cordial.

Frankie values loyalty more than anything. Earning her loyalty is difficult, but when she gives it to you, it knows no bound. However, if you break said loyalty, you may not be able to earn it back ever. No second chances.

Frankie has a dark side. She's killed someone in the past and removed any evidence. She didn't regret it and if she had to do it again, she would.

MOST-WANTED CONNECTIONS

Deloache: Frankie's friend and fellow name partner at Agard, Deloache, McGillis. The two met and became friends during their tenure at Wachtell, Lipton, Rosen & Katz.

McGillis: Frankie's friend and fellow name partner at Agard, Deloache, McGillis. Frankie met McGillis at Yale when she was pursuing her L.L.M.

Associate: Someone she trusts and works closely together

Lawyers at Agard, Deloache, McGillis: any lawyers! Agard, Deloache, McGillis is New York's number 1 law firm in New York. People are dying to work there, but only the best of the best from Ivy League Schools can get in.

Clients

People at the District Attorney's Office: Frankie's very famous in New York, most well-known for her winning streak. She needs an opponent who can match her skills and abilities. She made quite a name for herself during her time at the DA's office.

Disclaimer!!

This Character is written by Gerri for crimeshq and is based on these fictional characters: Harvey Specter, Samantha Wheeler, Jessica Pearson, Diane Lockhart, Olivia Pope, Blair Waldorf, Amy Elliot Dunne, Marla Grayson, Victoria Vinciguerra. 

[johnstibal]

Career advice for law students wanting to practice in international law

Hello,

I was recently asked by a law student for some career advice on how to get a job internationally, and particularly how they could get engaged in international (public and private) legal work.

While my legal background stems largely from doing multinational corporate work, particularly in the IT sector, here are my basic ideas outlining a few generic things to think about in terms of your career planning and some key approaches to pursuing these types of careers.

My background.  For the past several years, I have worked primarily in London, and secondarily in Paris, for a very large telecommunications company.  I was originally working for another one of this companies' affiliates in USA, and this enabled me to move internally to another one of their companies in the UK.  Making this move internally within a large company allowed me to move abroad far easier, especially in terms of sorting out work visas and professional qualifications, etc.

Three Career Principles to Never Forget.  In terms of general career advice, there are three principles which you must keep in mind to work in international law related field.  While I recognize the risk of sharing a 'firm grasp of the obvious' (and I can almost hear some cringing already) most law students do not receive this message framed in this sort of a utilitarian light.  So, here it goes:

The sole purpose of your first legal job is to enable you to get a better second legal job.

It is all about Brand.  Your CV / Resume is a personal marketing tool.  It is your personal ‘brand’.  The choice of your first job should strongly take into account the value which the ‘brand’ of your new employer will add to your CV, and your future ambitions.  This lasts for decades.

You cannot save the world if you cannot pay the bills.  Public international law has some of the most interesting legal work around.  Unfortunately, or fortunately, it also has a tendency to attract incredibly brilliant people who will work for a minimum salary.  If you are independently wealthy, then great, no problem.  If you have large education debts, please do not neglect the fact this will undoubtedly impact your choice of jobs in the short term, even if not necessarily in the longer term.

Your first Legal job.  Getting your first Legal job is always a nerve wracking experience at best, and especially if you want to take a track other than going directly into a large law firm.  Unfortunately, nearly all major law schools are set up to build a funnel for large firms.  For your interests, even if you do not wish to 'end up' in a law firm or major global corporation, it usually makes considerable sense for you to go out to find the best ‘brand’ firm which you can, either in the US, UK or elsewhere.  You will be able to extract the majority of the benefits during this time by working at a firm for exactly two years (or three years, if in New York City) doing whatever type of legal work - - of course, its even better if your firm or company has a public international law practice, but this is not required.  By the end of this time, you will have ‘checked the box’ on your CV, and you can happily move on to what you really want to do.  This is by far is the safest option for most, and also incidentally, completes one of the requirements enabling you to be admitted to practice in other common law countries (e.g. the UK).  I’m not certain whether this is as helpful in other civil law countries, but I suspect it would be.

There is no question that working at a law firm, and potentially billing in ‘6 minute’ increments gets very tiring.  Reviewing e.g. commercial leases is even less fun than watching paint dry.  But this said, you will probably be practicing law for a very long time off and on anyway.  Having a good initial first employer on your CV, who has ‘trained’ you is always a good investment for your CV even if not necessarily beneficial to you over the long term.

As a lawyer who has graduated from a US law school, you are able to come to Europe with a well respected professional background (speaking generally).  In terms of global perceptions, US lawyers are highly respected, maybe in a similar form of the admiration to being world-class in other professions e.g. French engineers, British accountants, or Indian mathematicians - - not to foster bad stereotypes…  But, needless to say, the USA legal professional qualification travels well around the world, particularly among global employers.

This being said, there is a particular area of confusion when you first come out of law school.  Legal training is not the same around the world, meaning in France, a jurist has may have only attended the equivalent of undergrad and not graduate school (in terms of USA style nomenclature, depending on their qualifications).  In the UK, while there are some permutations, most young associates at large law firms will attend around a year and a half or so of graduate school, followed by two years of a training contract to learn how to practice law.  In Germany, many associates hold an LLM, or a PHD, at minimum, staying in school much longer.  While you probably can research the differences in the number of years of schooling better than me, you should be particularly aware of this issue when you turn up to speak with a new potential employer in Europe.  There is a risk of being perceived as wanting to find only a training contract, which is not needed as a USA law school graduate.  After your first job, the timing issue goes away as you accumulate more PQE (Post Qualification Experience).  The same is true in France, as I understand it.

An alternative path in human rights / non-profit sector for law students.  This is an area where my knowledge is limited.  But, if I wanted to pursue a career in this field, I would adopt some of the following key approaches.

First, figure out who are the heavyweights thought leaders in your particular field of interest, either individuals or organizations - - and, do your best to somehow associate yourself with their organization or sphere of colleagues.  You want to try to figure out who these organizations interact with, and by extension, which of these organizations might hire you.  Linkedin is an extraordinarily powerful resource for this research.  To test your hypotheses, try calling up or meeting up with the General Counsel of any public interest foundation (if not possible to meet in person, then email / Skype also works  but is far less effective than in person).  Introduce yourself, and ask him or her for some general advice, in particular what ‘outside counsel’ their foundation typically uses - - make clear that you admire the work of their foundation, and look to gain relevant experience by doing similar work in the future.  Ask about their Legal department organizational structure (General Counsels - GCs) love talking about this stuff), and what skills they look for over the long term, but even if not necessarily immediately.  If it goes well, you might get some really good information, and maybe even a referral to a firm or sister organization.  Senior Executives are very used to people asking them for jobs on a daily basis.  But, they get asked for their advice far less often.  Use this to your advantage... but do not be a pest.

As an example coming from NGOs, from time to time, I have occasionally dealt with some of the affiliates of the United Nations as a supplier. There are probably 20 of these, e.g. World Bank, IMF, UNHCR, IATA, WIPO, Red Cross, Red Crescent, and Red Crystal.  Some of these organizations you are probably more familiar to you than others.  There are two consistent traits that I see when dealing with their personnel.  First, many of the staff are about to retire, and second, their staff have all consistently bounced around the world working in many different UN affiliates and national governments doing all sort of different roles, both legal and non-legal.  The first of these is a well known problem for the UN and its agencies, at least, at a macro level, which might be helpfully to you. While I’m not certain what formal hiring programs may exist in these orgs, you should check with them around world, and particularly in Geneva, Switzerland and New York.  Also, in terms of firms which advise this types of groups, you should also talk with McKinsey & Company.  They do some very impressive pro bono work consulting for non-profits, and like to hire people with diverse backgrounds often having law degrees.

To get the attention of any large organization, and not just the UN agencies, you will always want to first find a way to get through the door, even if you need to do the unsexy type of legal work.  Once you are inside, it is usually far easier to move internally.  For example, if you work for a big organization like the UN, they have a vast array of legal needs, ranging from the basic to the exotic.  It is undoubtedly the case that a large portion of the UN’s legal budget goes to HR and Procurement legal advice (e.g. doing commercial leases, procuring pencils and IT projects) (whether done in-house or by external firms.)  When a UN agency needs to lease a building in sub-Saharan Africa, some lawyer somewhere in the world needs to review and advise on the tender process (often in combination with other local lawyers).  Therefore, this is an opportunity to target.   Yes, this is not sexy work, but it gets you a pass into the ‘club’ to work on other more interesting projects in the future.

As a final thought.  Having outlined all of above, if you truly want to work in the non-profit / human rights space, it might be the case that being a ‘junior file clerk’ for Google.org or the Gates Foundation is equally beneficial (from a brand perspective to get your next job) as being a senior associate at Skadden Arps.

On the one hand, being at a big firm allows you to potentially develop a deep legal specialty, which might be later retooled for a good purpose.  For example, undoubtedly, at some point, a brilliant lawyer in some large law firm will figure out how to package up millions of ‘microfinance’ loans using mezzanine financing techniques (i.e. allowing Wall Street money to start funding billions of very small loans around the world) - - in so doing, they could indirectly create prosperity in Africa for a life time.

At the same time, NGOs have a potential to do great things too.  These are the people who are likely to generate the next generation of new legal concepts / quasi-regulatory regimes.  For example, a newer area which I am following lately relates to 'conservation services' and 'natural capital' (see Conservation International) (www.conservation.org).  These structures are, essentially, quasi-voluntary regulatory schemes to allow companies to share and manage ecological externalities (see Jennifer Morris's speech at Stanford).  For me, CI's approach is just a start of a major trend in this area: soon there will be ISO certificate schemes covering externality pricing, as well as voluntary business case weighting methodologies which hopefully over time will become a standard approach in global commercial activity - - yet, this said, few individuals in the world understand how these types of governance tools work in practice.  It simply cross too many intellectual domains, which so far has stymied adoption on a global level.  'Deep Greens' are not well suited to create these types of applied 'corporate' innovations around externalities, but maybe you are the one given your legal background.

Highly innovative organizations, such as the Gates Foundation, look great to onlookers because, in large part, by comparison, the other large global NGOs have tired ‘business’ models.  Often major NGOs have been doing the same exact thing for decades.  For me, I could see this as creating an opportunity.  It might be great fun to join one of these NGOs for the express purpose to reshape it, remake it, and help them to reinvent their bag of tricks as an NGO.  As a lawyer, you can have this level of influence within these types of organizations - - but, remember, always ask for forgiveness, never for permission when trying to affect major change within large organizations.

Keep in touch.  If you like this or have other items to add, please drop me a note.  I always enjoy hearing from people and what they think.  These are changing times!

Best of luck,

John

[terrypearrson]

Revealed: Law firms’ average start work and finish times 2021-22

Legal Cheek exclusive research shows how the average working hours for junior lawyers have fared in the face of changing work arrangements

Image via Unsplash

Legal Cheek research has provided an exclusive insight into the average start work and finish times for trainees and junior associates across 100 law firms in London and the UK.

Despite lawyers spending more time at home and less time tackling the daily commute, the survey responses of over 2,500 junior lawyers taken earlier this year, show that the move to remote-working has only served to ramp up the already lengthy working hours for rookies at elite City firms.

As we revealed earlier this week, junior lawyers at Kirkland & Ellis racked up the longest average working day by quite some distance, typically starting at 9:14am and finishing at around 11:28pm. This marks a significant increase on the 9:46pm average finish time recorded by the firm in last year’s survey.

Kirkland is joined in the top three spots by other US powerhouses in London. Ropes & Gray recorded the second latest average finish time of 10:51pm, followed by Weil in third place, where the average finish is at 10:17pm.

Perhaps unsurprisingly, the other end of the list is largely populated by national firms, headquartered outside of London. Fletchers boasts the earliest average finish time, with junior lawyers usually signed off by 5:38pm. HCR Hewitsons has the second average earliest finish time at 5:43pm, five minutes later than their Fletchers counterparts, and in third place Thrings at 5:45pm.

So how does your firm fare? The full list of results, ranked from latest to earliest average finish times, can be found below. These timings will, of course, fluctuate according to which department juniors are working in, billing targets or the ebb and flow of a deal. Note also the start times which vary widely.

Legal Cheek Trainee and Junior Lawyer Survey 2021-22 — average start work and finish times

Law firm Average start time Average finish time Kirkland & Ellis 9:14am 11:28pm Ropes & Gray 9:20am 10:51pm Weil Gotshal & Manges 9:46am 10:17pm Latham & Watkins 9:16am 9:48pm Goodwin Procter 9:12am 9:45pm White & Case 9:01am 9:36pm Cleary Gottlieb Steen & Hamilton 9:29am 9:16pm Paul Hastings 9:29am 9:13pm Clifford Chance 9:06am 9:09pm Linklaters 9:01am 9:09pm Orrick 9:00am 9:07pm Sidley Austin 9:15am 9:03pm Dechert 9:00am 9:01pm Freshfields Bruckhaus Deringer 9:09am 9:01pm Milbank 9:32am 9:01pm Skadden 9:05am 9:01pm Shearman & Sterling 9:09am 8:58pm Allen & Overy 9:04am 8:55pm Sullivan & Cromwell 9:41am 8:53pm Gibson Dunn 8:43am 8:45pm Fried Frank 8:58am 8:42pm Davis Polk & Wardwell 9:36am 8:39pm Debevoise & Plimpton 9:16am 8:39pm Herbert Smith Freehills 8:57am 8:38pm Norton Rose Fulbright 9:07am 8:38pm Vinson & Elkins 9:02am 8:36pm Jones Day 8:47am 8:32pm Willkie Farr & Gallagher 8:55am 8:32pm Simmons & Simmons 8:55am 8:25pm Covington & Burling 9:12am 8:22pm Macfarlanes 8:58am 8:20pm Baker McKenzie 9:09am 8:19pm Slaughter and May 9:12am 8:16pm Mayer Brown 8:51am 8:07pm Hogan Lovells 9:08am 7:54pm K&L Gates 9:04am 7:51pm Akin Gump 8:51am 7:50pm Dentons 8:56am 7:50pm Mishcon de Reya 8:58am 7:47pm Reed Smith 9:16am 7:46pm Taylor Wessing 9:08am 7:45pm Stephenson Harwood 9:05am 7:39pm Cooley 8:56am 7:36pm Bryan Cave Leighton Paisner 9:02am 7:35pm Travers Smith 9:12am 7:33pm Ashurst 9:03am 7:30pm Withers 8:48am 7:25pm DLA Piper 8:42am 7:24pm Watson Farley & Williams 9:11am 7:23pm Wiggin 9:01am 7:23pm CMS 8:51am 7:21pm HFW 9:05am 7:20pm Clyde & Co 8:46am 7:13pm Howard Kennedy 9:01am 7:11pm Eversheds Sutherland 8:44am 7:10pm Gowling WLG 8:49am 7:10pm Bird & Bird 9:01am 7:09pm RPC 8:45am 7:04pm Fladgate 8:51am 6:59pm Pinsent Masons 8:48am 6:59pm Burges Salmon 8:49am 6:58pm Ince Gordon Dadds 9:02am 6:57pm Bristows 9:03am 6:54pm Charles Russell Speechlys 8:44am 6:52pm Osborne Clarke 8:54am 6:52pm Addleshaw Goddard 8:45am 6:51pm Penningtons Manches Cooper 8:46am 6:51pm Kingsley Napley 9:03am 6:50pm Squire Patton Boggs 8:42am 6:48pm Farrer & Co 8:52am 6:46pm Ashfords 8:49am 6:45pm Wedlake Bell 8:54am 6:43pm Accutrainee 8:52am 6:42pm Fieldfisher 8:55am 6:41pm PwC 9:03am 6:38pm Walker Morris 8:30am 6:37pm Kennedys 8:31am 6:35pm Shoosmiths 8:39am 6:33pm Trowers & Hamlins 8:45am 6:32pm Forsters 8:55am 6:31pm DWF Group Plc 8:31am 6:30pm TLT 8:33am 6:28pm Hill Dickinson 8:50am 6:25pm DAC Beachcroft 8:36am 6:22pm Gateley 8:43am 6:21pm Irwin Mitchell 8:38am 6:21pm Russell-Cooke 9:12am 6:21pm VWV 8:56am 6:20pm Blake Morgan 8:45am 6:19pm Browne Jacobson 8:36am 6:12pm Royds Withy King 8:43am 6:06pm Bevan Brittan 8:49am 6:04pm Shakespeare Martineau 8:55am 6:02pm Foot Anstey 8:43am 6:01pm Mills & Reeve 8:35am 6:01pm Womble Bond Dickinson 8:43am 6:00pm BLM 8:40am 5:57pm Michelmores 8:32am 5:54pm Weightmans 8:33am 5:47pm Thrings 8:38am 5:45pm HCR Hewitsons 8:37am 5:43pm Fletchers 8:21am 5:38pm

The 2022 Firms Most List – featuring the Legal Cheek Survey results in full

As part of the survey we also received hundreds of anonymous comments from junior lawyers about their working hours. Here are a selection of quotes from US firm and magic circle rookies.

“Pre-covid, while there were of course busy periods, I would generally log off and leave the office between 7-9pm, and weekend working was a rarity. Now, finishing work before midnight is unheard of during the week, and weekend working is a regular occurrence.”

“[There is] lots of talk about the need to switch off when working from home, but this doesn’t really happen in practice. It’s become the norm that I will take a short break for dinner but feel compelled to log back on right up until I go to bed.”

“When things are busy, or you’re on a deal, you’re effectively on call the whole time including weekends. There are periods of downtime which helps. There are no typical working hours as such but depends on the team.”

But it’s not all doom and gloom, as juniors at some of the other firms felt that hours were more fairly balanced.

“No one goes into law expecting a 9 to 5. The more senior lawyers are very respectful of your social life. If you flag that you have an engagement, they’ll do their best not to bother you.”

“Work/life balance is a real priority for the firm and I have never been made to feel that I had to work late to ‘prove myself’.”

We put the results of the survey to LawCare, the mental health and wellbeing charity for lawyers. Its chief executive, Elizabeth Rimmer, commented:

“We’re disappointed to see that junior lawyers are working longer and longer hours, with many finding that working from home means they never really finish work for the day. Our recent Life in the Law research showed a direct correlation between work intensity and burnout, with the highest burnout scores found in younger legal professionals.

“It is dangerous to work the junior end of the profession into the ground for a variety of reasons; it affects the individual themselves, it increases the risk of mistakes being made, and young people won’t want to come and work in a profession that doesn’t value their wellbeing. This really shows why we need a culture change in the law, your performance should not solely be based on the hours you bill and we should be putting people first.”

Struggling with the stress of work? Contact LawCare via its helpline or live chat.

The 2022 Firms Most List – featuring the Legal Cheek Survey results in full

The post Revealed: Law firms’ average start work and finish times 2021-22 appeared first on Legal Cheek.

source https://www.legalcheek.com/2021/10/revealed-law-firms-average-start-work-and-finish-times-2021-22/

[vladgoldnataliagold-blog]

Vlad Gold & Natalia Gold Real Estate

Vlad Gold is conversant in Russian and English, which makes it simple to take into account international customer concerns and address them eloquently. Vlad Gold has lived in West Hollywood and the Hollywood Hills territory for over two decades. He is a lawyer by education.

Vlad Gold began his professional career as a tax lawyer in the Los Angeles office of Skadden Arps Slate Meagher and Flom, LLP. He has worked in the corporate lawful field for quite a long while before he chose to seek after a career in real estate. This experience provided him unparalleled experience in business and legal environments.

Vlad Gold subsequently gained applicable aptitudes which he utilizes daily whenever addressing real estate clients concerns as he is a deal maker by heart.

Natalia Gold on the other hand, she has had lived in West Hollywood for a decade and began her real estate career in New York City as a leasing agent, working alongside of a prominent real estate agent. Natalia Gold is an authorized Real Estate Broker.

Natalia Gold’s broad client database extends from families searching an ideal home for their living, to seasonal homes, or luxury single-family and multi-family projects. Interestingly, she has also worked with high net worth clientele with their leasing needs in the Big Apple.

At the point when Natalia Gold and Vlad Gold both are not occupied with real estate work, they appreciate investing time with each other and their lovely 3 kids.

-Vlad Gold & Natalia Gold

[tifffytravels]

Hi, I’m in Vietnam. It’s been one week since Japan. I had a blog written out but keep deleting it.

So I’m feeling...bitter?! I saw that Christina has graduated from law school, is taking the bar, and spending the month following in Japan with Anh Huy. It really made me envious. And she’s moving in with him and is starting her new job post bar at Skadden. I feel so ugly and jealous. Definitely not graceful like I keep telling myself to be. I kind of just want to be alone in a room away from everyone but it’s kind of hard to do that. I told Tina and her response was well she’s a lawyer now and she gets to live her life and I kept thinking well I did that too and I’m still here...at everyone’s beck and call.

Empty pit feeling realness. Also Phillip puked on me hard today...like 5 times. Fun.

[supabiznews]

https://business.supatainment.com/why-i-started-a-family-as-a-trainee-at-a-magic-circle-law-firm-there-was-no-right-time/?feed_id=2287&_unique_id=630ebc8846aa4 >

[extreme-investor-network]

Elon Musk Terminates Deal To Buy Twitter; Board To Pursue Legal Action

Update (1800ET): Twitter's Board of Directors said on Friday that they intend to close the transaction with Musk at $54.20 per share and that they plan to pursue legal action to enforce the agreement, Twitter chairman of the board Bret Taylor tweeted the following news, adding that the board is "confident it will prevail in Delaware Court of Chancery." https://twitter.com/btaylor/status/1545526087089696768?ref_src=twsrctfwtwcamptweetembedtwterm1545526087089696768twgrtwcons1_&ref_url=httpswww.zerohedge.commarketsbring-lawsuits-elon-musk-terminates-deal-buy-twitter Musk's filing won't be the end of this, but it does mark the conclusion of high-stakes suspense over whether he would complete the deal, after a public spat with the company over the number of bots on the platform. In recent weeks the company said that it had been sharing information with Musk in order to consummate the deal as laid out in the merger agreement, and reiterated its intention to close the transaction and enforce the agreement, the Wall Street Journal reports. There are no guarantees Mr. Musk will be able to walk away from the deal entirely, as Twitter is expected to challenge his legal arguments. Deal clashes often end in negotiated settlements that can include a price cut or one-time payments.Mr. Musk’s lawyer cited concerns over Twitter’s estimates about how many of its daily users are fake or spam accounts as an issue Mr. Musk raised as a concern about the deal almost three weeks after he signed it. Discovery should be fun... https://twitter.com/zerohedge/status/1545532672000270336?ref_src=twsrctfwtwcamptweetembedtwterm1545532672000270336twgrtwcons1_&ref_url=httpswww.zerohedge.commarketsbring-lawsuits-elon-musk-terminates-deal-buy-twitter *  *  * Many were wondering how the Musk-Twitter takeover saga ends, or rather, who will be the first to sue. Late on Friday, Elon Musk decided to resolve the debate by effectively breaching his contract signed three months ago, and making a Delaware lawsuit inevitable, by announcing in a 13D filing that he is terminating his Twitter merger agreement, and claiming that "Twitter is in material breach of multiple provisions of that Agreement, appears to have made false and misleading representations upon which Mr. Musk relied when entering into the Merger Agreement, and is likely to suffer a Company Material Adverse Effect." Of course, none of that will stick as Elon waived all rights to rework the deal when he signed the purchase agreement on April 25, and now it will be up to either i) a judge to impose the original deal, an outcome which will likely take place after several years of lawsuits or ii) to renegotiate the purchase price lower. Here is the letter sent from Musk's law firm, Skadden Arps, to Twitter's general counsel, Vijaya Gadde. Twitter, Inc. 1355 Market Street, Suite 900 San Francisco, CA 94103 Attn: Vijaya Gadde, Chief Legal Officer Dear Ms. Gadde: We refer to (i) the Agreement and Plan of Merger by and among X Holdings I, Inc., X Holdings II, Inc. and Twitter, Inc. dated as of April 25, 2022 (the “Merger Agreement”) and (ii) our letter to you dated as of June 6, 2022 (the “June 6 Letter”). As further described below, Mr. Musk is terminating the Merger Agreement because Twitter is in material breach of multiple provisions of that Agreement, appears to have made false and misleading representations upon which Mr. Musk relied when entering into the Merger Agreement, and is likely to suffer a Company Material Adverse Effect (as that term is defined in the Merger Agreement). While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its contractual obligations. For nearly two months, Mr. Musk has sought the data and information necessary to “make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform” (our letter to you dated May 25, 2022 (the “May 25 Letter”)). This information is fundamental to Twitter’s business and financial performance and is necessary to consummate the transactions contemplated by the Merger Agreement because it is needed to ensure Twitter’s satisfaction of the conditions to closing, to facilitate Mr. Musk’s financing and financial planning for the transaction, and to engage in transition planning for the business. Twitter has failed or refused to provide this information. Sometimes Twitter has ignored Mr. Musk’s requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information. Mr. Musk and his financial advisors at Morgan Stanley have been requesting critical information from Twitter as far back as May 9, 2022—and repeatedly since then—on the relationship between Twitter’s disclosed mDAU figures and the prevalence of false or spam accounts on the platform. If there were ever any doubt as to the nature of these information requests, the May 25 Letter made clear that Mr. Musk’s goal was to understand how many of Twitter’s claimed mDAUs were, in fact, fake or spam accounts. That letter noted that “Items 1.03 to 1.13 of the diligence request list contain high-priority requests for enterprise data and other information intended to enable Mr. Musk and his advisors to make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform…” The letter then provided Twitter with a detailed list of requests to this effect. Since then, Mr. Musk has provided numerous additional follow-up requests, all aimed at filling the gaps in the incomplete information that Twitter provided in response to his broad requests for information relating to Twitter’s reported mDAU counts and reported estimates of false and spam accounts.1 For example, in our letter to you dated June 29, 2022 (the “June 29 Letter”), we referenced Mr. Musk’s request in the May 25 Letter for “information that would allow him ‘to make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform.’” Because Twitter, by its own admission, provided only incomplete data that was not sufficient to perform such an independent assessment,2 the June 29 Letter “endeavored to be even more specific, and to reduce the burden of the request,” by identifying a specific subset of high priority information, responsive to Mr. Musk’s prior requests, for Twitter to immediately make available. Notwithstanding these repeated requests over the past two months, Twitter has still failed to provide much of the data and information responsive to Mr. Musk’s repeated requests, including, but not limited to: - Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU. Twitter has still not provided much of the information specifically requested by Mr. Musk in Sections 1.01-1.03 of the May 19 diligence request list that is necessary for him to make an assessment of the prevalence of false or spam accounts on its website. As recently as the June 29 Letter, Mr. Musk reiterated this long-standing request for information related to Twitter’s sampling process for detecting fake accounts. The June 29 Letter identified specific data necessary to enable Mr. Musk to independently verify Twitter’s representations regarding the number of mDAU on its platform—including, but not limited to (1) daily global mDAU data since October 1, 2020; (2) information regarding the sampling population for mDAU, including whether the mDAU population used for auditing spam and false accounts is the same mDAU population used for quarterly reporting; (3) outputs of each step of the sampling process for each day during the weeks of January 30, 2022 and June 19, 2022; (4) documentation or other guidance provided to contractor agents used for auditing mDAU samples; (5) information regarding the user interface of Twitter’s ADAP tool and any internal tools used by the contractor agents; and (6) mDAU audit sampling information, including anonymized information identifying the contractor agents and Quality Analyst that reviewed each sampled account, the designation given by each contractor agent and Quality Analyst, and the current status of any accounts labelled “compromised.” A subsequent request along these lines should not have been necessary, as this information should have been provided in response to Mr. Musk’s original diligence request. Yet, to date, Twitter has not provided any of this information. - Information related to Twitter’s process for identifying and suspending spam and fake accounts. In addition to information regarding Twitter’s mDAU audits, the June 29 Letter also reiterated requests for data specifically identified in Sections 1.04-1.05 of the May 19 diligence request list regarding Twitter’s methodology and performance data relating to identification and suspension of spam and false accounts, including, but not limited to, information regarding account suspensions, including information sufficient to identify daily numbers of account suspensions since October 2020 and numbers of account suspensions for each of Twitter’s internal reasons for suspension. In addition, during the June 30, 2022 call, Twitter’s representatives indicated for the first time that the workflow and processes for detecting spam and false accounts in the mDAU population is different and separate from the workflow and processes for identifying and suspending accounts in violation of Twitter’s policies. On that call, Twitter indicated that it would not be willing to provide information regarding the methodologies employed to identify and suspend such accounts. - Daily measures of mDAU for the past eight (8) quarters. On June 17, 2022 (the “June 17 Letter”) Mr. Musk reiterated his request for “access to the sample set used and calculations performed, as well as any related reports or analysis, to support Twitter’s representation that fewer than 5% of its mDAUs are false or spam account.” To that end, Mr. Musk requested that Twitter provide “daily measures of mDAU for the previous eight quarters, and through the present.” This information is derivative of the information Mr. Musk first sought in Sections 1.01-1.03 of the May 19 diligence request list. Although Twitter has provided certain summary data regarding the mDAU calculations, Twitter has not provided the complete daily measures as requested. - Board materials related to Twitter’s mDAU calculations. In the June 17 Letter, Mr. Musk requested a variety of board materials and communications related to Twitter’s mDAU metric, its calculation of the number of spam and false accounts, its disclosure of the mDAU metric, and the company’s disclosure of the number of spam accounts on the platform. Twitter has provided an incomplete data set in response to this request, and has not provided information sufficient to enable Mr. Musk to make an independent assessment of Twitter’s board and management’s understanding of its mDAU metric. - Materials related to Twitter’s financial condition. Mr. Musk is entitled, under Section 6.4 of the Merger Agreement to “all information concerning the business … of the Company … for any reasonable business purpose related to the consummation of the transactions” and under Section 6.11 of the Merger Agreement, to information “reasonably requested” in connection with his efforts to secure the debt financing necessary to consummate the transaction. To that end, Mr. Musk requested on June 17 a variety of board materials, including a working, bottoms-up financial model for 2022, a budget for 2022, an updated draft plan or budget, and a working copy of Goldman Sachs’ valuation model underlying its fairness opinion. Twitter has provided only a pdf copy of Goldman Sachs’ final Board presentation. In short, Twitter has not provided information that Mr. Musk has requested for nearly two months notwithstanding his repeated, detailed clarifications intended to simplify Twitter’s identification, collection, and disclosure of the most relevant information sought in Mr. Musk’s original requests. While Twitter has provided some information, that information has come with strings attached, use limitations or other artificial formatting features, which has rendered some of the information minimally useful to Mr. Musk and his advisors. For example, when Twitter finally provided access to the eight developer “APIs” first explicitly requested by Mr. Musk in the May 25 Letter, those APIs contained a rate limit lower than what Twitter provides to its largest enterprise customers. Twitter only offered to provide Mr. Musk with the same level of access as some of its customers after we explained that throttling the rate limit prevented Mr. Musk and his advisors from performing the analysis that he wished to conduct in any reasonable period of time. Additionally, those APIs contained an artificial “cap” on the number of queries that Mr. Musk and his team can run regardless of the rate limit—an issue that initially prevented Mr. Musk and his advisors from completing an analysis of the data in any reasonable period of time. Mr. Musk raised this issue as soon as he became aware of it, in the first paragraph of the June 29 Letter: “we have just been informed by our data experts that Twitter has placed an artificial cap on the number of searches our experts can perform with this data, which is now preventing Mr. Musk and his team from doing their analysis.” That cap was not removed until July 6, after Mr. Musk demanded its removal for a second time. Based on the foregoing refusal to provide information that Mr. Musk has been requesting since May 9, 2022, Twitter is in breach of Sections 6.4 and 6.11 of the Merger Agreement. Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction. As Twitter has been on notice of its breach since at least June 6, 2022, any cure period afforded to Twitter under the Merger Agreement has now lapsed. Accordingly, Mr. Musk hereby exercises X Holdings I, Inc.’s right to terminate the Merger Agreement and abandon the transaction contemplated thereby, and this letter constitutes formal notice of X Holding I, Inc.’s termination of the Merger Agreement pursuant to Section 8.1(d)(i) thereof. In addition to the foregoing, Twitter is in breach of the Merger Agreement because the Merger Agreement appears to contain materially inaccurate representations. Specifically, in the Merger Agreement, Twitter represented that no documents that Twitter filed with the U.S. Securities and Exchange Commission since January 1, 2022, included any “untrue statement of a material fact” (Section 4.6(a)). Twitter has repeatedly made statements in such filings regarding the portion of its mDAUs that are false or spam, including statements that: “We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the first quarter of 2022 represented fewer than 5% of our mDAU during the quarter,” and “After we determine an account is spam, malicious automation, or fake, we stop counting it in our mDAU, or other related metrics.” Mr. Musk relied on this representation in the Merger Agreement (and Twitter’s numerous public statements regarding false and spam accounts in its publicly filed SEC documents) when agreeing to enter into the Merger Agreement. Mr. Musk has the right to seek rescission of the Merger Agreement in the event these material representations are determined to be false. Although Twitter has not yet provided complete information to Mr. Musk that would enable him to do a complete and comprehensive review of spam and fake accounts on Twitter’s platform, he has been able to partially and preliminarily analyze the accuracy of Twitter’s disclosure regarding its mDAU. While this analysis remains ongoing, all indications suggest that several of Twitter’s public disclosures regarding its mDAUs are either false or materially misleading. First, although Twitter has consistently represented in securities filings that “fewer than 5%” of its mDAU are false or spam accounts, based on the information provided by Twitter to date, it appears that Twitter is dramatically understating the proportion of spam and false accounts represented in its mDAU count. Preliminary analysis by Mr. Musk’s advisors of the information provided by Twitter to date causes Mr. Musk to strongly believe that the proportion of false and spam accounts included in the reported mDAU count is wildly higher than 5%. Second, Twitter’s disclosure that it ceases to count fake or spam users in its mDAU when it determines that those users are fake appears to be false. Instead, we understand, based on Twitter’s representations during a June 30, 2022 call with us, that Twitter includes accounts that have been suspended—and thus are known to be fake or spam—in its quarterly mDAU count even when it is aware that the suspended accounts were included in mDAU for that quarter. Last, Twitter has represented that it is “continually seeking to improve our ability to estimate the total number of spam accounts and eliminate them from the calculation of our mDAU…” But, Twitter’s process for calculating its mDAU, and the percentage of mDAU comprised of non-monetizable spam accounts, appears to be arbitrary and ad hoc. Disclosing that Twitter has a reasoned process for calculating mDAU when the opposite is true would be false and misleading. Twitter’s representation in the Merger Agreement regarding the accuracy of its SEC disclosures relating to false and spam accounts may have also caused, or is reasonably likely to result in, a Company Material Adverse Effect, which may form an additional basis for terminating the Merger Agreement. While Mr. Musk and his advisors continue to investigate the exact nature and extent of this event, Mr. Musk has reason to believe that the true number of false or spam accounts on Twitter’s platform is substantially higher than the amount of less than 5% represented by Twitter in its SEC filings. Twitter’s true mDAU count is a key component of the company’s business, given that approximately 90% of its revenue comes from advertisements. For this reason, to the extent that Twitter has underrepresented the number of false or spam accounts on its platform, that may constitute a Company Material Adverse Effect under Section 7.2(b)(i) of the Merger Agreement. Mr. Musk is also examining the company’s recent financial performance and revised outlook, and is considering whether the company’s declining business prospects and financial outlook constitute a Company Material Adverse Effect giving Mr. Musk a separate and distinct basis for terminating the Merger Agreement. Finally, Twitter also did not comply with its obligations under Section 6.1 of the Merger Agreement to seek and obtain consent before deviating from its obligation to conduct its business in the ordinary course and “preserve substantially intact the material components of its current business organization.” Twitter’s conduct in firing two key, high-ranking employees, its Revenue Product Lead and the General Manager of Consumer, as well as announcing on July 7 that it was laying off a third of its talent acquisition team, implicates the ordinary course provision. Twitter has also instituted a general hiring freeze which extends even to reconsideration of outstanding job offers. Original Article Here: Read the full article

[theyoungturks]

Elon Musk is threatening to back out of his deal to buy Twitter as he is accusing the board of refusing to provide statistics and other information about the prevalence of fake accounts and bots on the platform. Musk’s lawyers argue that failing to provide such information is a breach of the purchase agreement made with Twitter’s executives, giving grounds for Musk to back away from the deal without legal consequences. Cenk Uygur and Ana Kasparian discuss on The Young Turks. Watch LIVE weekdays 6-8 pm ET. http://youtube.com/theyoungturks/live Read more HERE: https://www.theguardian.com/technology/2022/jun/06/elon-musk-threatens-to-scrap-twitter-deal-over-material-breach "Elon Musk has accused Twitter of committing a “material breach” of his $44bn (£35bn) agreement to buy the company and has threatened to terminate the deal, in the clearest indication yet that the world’s richest man is preparing to walk away from the takeover. Musk’s lawyers have written to Twitter accusing it of refusing to provide sufficient information about the number of false users on the service, as part of a simmering dispute over the number of spam and fake accounts that populate the platform. In a letter to Twitter’s chief legal officer, Vijaya Gadde, lawyers representing the Tesla CEO said he believed the company was “actively resisting and thwarting” his rights to access data and information from the company under the agreement. The letter said Twitter had failed to provide the information requested by Musk since 9 May, adding that a formal response from the social media platform on 1 June was insufficient. “Twitter’s latest offer to simply provide additional details regarding the company’s own testing methodologies, whether through written materials or verbal explanations, is tantamount to refusing Mr Musk’s data requests,” said the letter from US law firm Skadden, Arps, Slate, Meagher & Flom. Musk’s legal team is arguing that failure to provide information about false accounts breaches a covenant in the agreement, a promise to act in a certain way during the sale process, which would allow him to walk away from the deal." *** The largest online progressive news show in the world. Hosted by Cenk Uygur and Ana Kasparian. LIVE weekdays 6-8 pm ET. Help support our mission and get perks. Membership protects TYT's independence from corporate ownership and allows us to provide free live shows that speak truth to power for people around the world. See Perks: ▶ https://www.youtube.com/TheYoungTurks/join SUBSCRIBE on YOUTUBE: ☞ http://www.youtube.com/subscription_center?add_user=theyoungturks FACEBOOK: ☞ http://www.facebook.com/TheYoungTurks TWITTER: ☞ http://www.twitter.com/TheYoungTurks INSTAGRAM: ☞ http://www.instagram.com/TheYoungTurks TWITCH: ☞ http://www.twitch.com/tyt 👕 Merch: http://shoptyt.com ❤ Donate: http://www.tyt.com/go 🔗 Website: https://www.tyt.com 📱App: http://www.tyt.com/app 📬 Newsletters: https://www.tyt.com/newsletters/ If you want to watch more videos from TYT, consider subscribing to other channels in our network: The Damage Report ▶ https://www.youtube.com/thedamagereport TYT Sports ▶ https://www.youtube.com/tytsports The Conversation ▶ https://www.youtube.com/tytconversation Rebel HQ ▶ https://www.youtube.com/rebelhq TYT Investigates ▶ https://www.youtube.com/channel/UCwNJt9PYyN1uyw2XhNIQMMA #TYT #TheYoungTurks #BreakingNews 220607__TA02Elon by The Young Turks