For anyone who writes, the best of times are when events surge at a pace and scale that dwarfs what our brains and our lives can assimilate. We are obviously at one of those times, when truth is stranger, more outrageous, more entertaining, and more frightening than fiction. The military surge in Iraq cannot match the financial, political, and cultural "surge" at home in the United States.
I have taken notes on topics about which I might appropriately comment without running too far afield of the scope of my business. And the list is too long to recount. So I have organized these topics into categories. There is Finance, Law, Politics, and Regulation, of course. There is also Business (my business, your business, everyone's business), Technology, and Culture. There is Main Street and Wall Street, single-home mortgages and global credit markets, investment banking and hedge funds, small-town banks and massive bank holding companies. And then there is the practice of law and the research of law, both of which are intertwined and neither of which will emerge from this plunge into chaos without forever being transformed.
All deserve comment.
Let me start with a simple narrative that captures the wholeness of our present dilemma - that no facet of our current troubles can easily be separated from the central problem we face as a nation: that we are grappling with how to manage our parochial affairs in a world of integrated and impersonal markets, technologies, and environmental forces that now constantly threaten to chew us up like Chaplin's Little Tramp in Modern Times. The lessons of the Bush Administration and the McCain campaign are that, ostrich-like, we continue to bury our heads in the sand and pretend that we still reside within the American Century. Denial is a powerful drug.
On Friday, the venerable San Francisco law firm Heller Ehrman announced its formal dissolution, ending a history that commenced in 1890, spanning 3 centuries and 128 years. While the Heller website remains strangely and blithely mute on this act of self-immolation - indeed, the firm keeps churning out law firm memos as if it had nary a care in the world - the sudden collapse of this major law firm has much to teach us about the times in which we live.
The short version of the story is that Heller dispersed all of its profits at the end of each year to avoid double taxation of its income. As a result, the firm depended heavily on the credit markets to fund its growing global operations (with offices in Beijing, Shanghai, Hong Kong, Singapore, and London) throughout much of each year, until cash flow surpassed costs toward the end of that year. In 2007, the firm settled major litigation cases and lost other cases to competing firms. With the subsequent sharp decline in revenue, partners began heading for the exits. The banks tightened up on credit lines at a time when Heller most needed to rely on debt financing to cover its costs. With a partner base too slender to support its fixed costs, the firm quickly collapsed.
Knowledge Mosaic worked closely with Heller Ehrman. The firm initially spurned our efforts to sell our products to them - we were young, with no established brand and immature products. But we persisted in developing good relationships with the Heller librarians, all of whom we very much liked and respected. In the past year, we finally succeeded in displacing a major competitor in the Heller library. It was a grand moment for us - a testament to our progress as a business and to the changing dynamics of the market for legal information. As a lower-cost provider, however, our success in selling to Heller may also have intimated at the downturn in the firm's financial fortunes.
The sudden demise of Heller may partly be a product of internal business and financial choices that raised the firm's risk profile. It could not survive a revenue downturn at the same time that credit markets tightened. The fecklessness of partners may also have played a role in the firm's collapse. A storied, traditional firm trying to reinvent as a high-powered global firm, it hired partners motivated more by money than loyalty, and when they left Heller essentially found itself hoisted on its own petard.
Life is not a morality play. Heller's rise and fall is not a parable. But the legal profession is also not sitting out the dance with the Devil our policymakers and financial institutions are currently engaging in. There will be many more stories of collapse that resemble Heller Ehrman's before the rubble finally clears and the reconstruction can begin.
Tuesday, September 30, 2008
War Paint
It is 3:00 am and I am on putting on my war paint. I like to write and have done so only sporadically in recent years - mostly because the duties of my job usually trump blogging efforts that are generally a luxury for someone who runs a business.
But these are not ordinary times.
And as a legal and financial information provider, my business is in many ways at the center of the maelstrom. We have relevant and important things to say.
So my war paint is on, my cigar is in my mouth, and I have a long list of things to write about.
Financial ruin and resurrection.
Financial rapacity and regulation.
Wall Street and Main Street.
Political theater, sexual farce, and the most important election of our lives.
The coming global irrelevance of the United States.
Law firms in the midst of the meltdown.
Legal research at the crossroads.
Running a small business and staying calm when Armageddon looms.
Stay tuned.
But these are not ordinary times.
And as a legal and financial information provider, my business is in many ways at the center of the maelstrom. We have relevant and important things to say.
So my war paint is on, my cigar is in my mouth, and I have a long list of things to write about.
Financial ruin and resurrection.
Financial rapacity and regulation.
Wall Street and Main Street.
Political theater, sexual farce, and the most important election of our lives.
The coming global irrelevance of the United States.
Law firms in the midst of the meltdown.
Legal research at the crossroads.
Running a small business and staying calm when Armageddon looms.
Stay tuned.
Thursday, September 4, 2008
The Race to the Bottom - St. Paul and the Road to Damascus
Many years ago, Richard Hofstadter, one of the great American historians of the 20th century, wrote a book about the strong current of anti-intellectualism in American politics and culture. For Hofstadter, anti-intellectualism emerged from egalitarian, populist, and anti-elitist responses to both European cosmopolitanism and our frontier habitation. Waves of emotional appeals crested at predictable intervals in our nation's history as a result of evangelical fervor, populist political oratory, and the emergence of a consumer-driven economy. The consequence has been a prevalent suspicion of education; intellectual "elites" and abstract ideas; and a rough-hewn, trust in the "common man", "gut" instinct, and "common sense".
The current carnival at the Republican Convention reflects this "race to the bottom". Down the rabbit hole we have plunged. In an Alice in Wonderland alternate universe, we learned from Sarah Palin last night how being unqualified is evidence of being qualified; how education and an interest in ideas and literacy and eloquence are prima facie disqualifications for leadership; how right-wing traditionalists have seized the feminist label and made teenage pregnancy a virtue. It is truly bizarre.
Numerous ironies accompany this latest twist to what has already been one of the most dramatic and significant political campaigns in our nation's history.
First, race remains a subtext to the campaign. The delegate population in St. Paul is lily-white. We can be sure that if one of Barack Obama's daughters were pregnant, barbed remarks about the promiscuity of black folks would replace the disingenuous bromides about how "life happens" that have greeted the news about the pregnancy of Sarah Palin's daughter.
Nonetheless, it is striking - and quite remarkable - how race has disappeared so quickly as an election theme. This may be partly because Barack Obama's mixed-race heritage positions him perfectly to transcend the thorns and brambles of our racial past, which one can hardly avoid regarding as our nation's heaviest burden and original sin. Some of the humor and jibes about Obama's messianic stature may result - almost literally - from the grace with which his candidacy has allowed America an opportunity to rise above and finally move beyond the darkest stains of its past.
Second, what has replaced race at the center of electoral discourse is gender. Charges of sexism are now leveled like howitzer blasts at anyone who criticizes Sarah Palin for a lack of experience, a checkered record, a provincial outlook, and a frightening, Gothic worldview. Hillary Clinton's legacy may, ironically, be the opening she provided the Christian right to claim the mantle of feminism that has historically belonged to the Democratic party and to the political left in the United States. Members of the Christian Republican Party base who until recently derided "feminists" as a motley collection of lesbians and aggressive, family-hating careerists now proudly carry the feminist flag on behalf of "working mothers" across the nation.
Whether this holds water remains to be seen. I am struck by the studied grace and restraint of the Democratic leadership in their response to the invective hurling their way from St. Paul (pun intended, regarding righteous Christians hurling thunderbolts from their own feminist road to Damascus).
I also am truly impressed by Obama's unflappability. He has refused to take the bait and lash out at those attacking him because he attended Harvard, possesses the basic literary skills required to write two books, and truly cares about ideas.
Perhaps we should call him "Ocalma." Since the Republican leadership has explicitly indicated that personality and not issues will govern the outcome of the election, I might point out that Obama's apparent serenity and self-control are personal qualities that we would want any president to possess.
The 2008 election may be the most important presidential election in the nation since 1860. In his determined focus on unification and transcendence, Obama reminds me more of Lincoln than any presidential candidate since 1860. The irony is that while Obama may have viewed unification and transcendence in terms of race - and his mixed-race heritage uniquely positions him to breach this divide - healing between men and women may prove to be his toughest domestic challenge.
The current carnival at the Republican Convention reflects this "race to the bottom". Down the rabbit hole we have plunged. In an Alice in Wonderland alternate universe, we learned from Sarah Palin last night how being unqualified is evidence of being qualified; how education and an interest in ideas and literacy and eloquence are prima facie disqualifications for leadership; how right-wing traditionalists have seized the feminist label and made teenage pregnancy a virtue. It is truly bizarre.
Numerous ironies accompany this latest twist to what has already been one of the most dramatic and significant political campaigns in our nation's history.
First, race remains a subtext to the campaign. The delegate population in St. Paul is lily-white. We can be sure that if one of Barack Obama's daughters were pregnant, barbed remarks about the promiscuity of black folks would replace the disingenuous bromides about how "life happens" that have greeted the news about the pregnancy of Sarah Palin's daughter.
Nonetheless, it is striking - and quite remarkable - how race has disappeared so quickly as an election theme. This may be partly because Barack Obama's mixed-race heritage positions him perfectly to transcend the thorns and brambles of our racial past, which one can hardly avoid regarding as our nation's heaviest burden and original sin. Some of the humor and jibes about Obama's messianic stature may result - almost literally - from the grace with which his candidacy has allowed America an opportunity to rise above and finally move beyond the darkest stains of its past.
Second, what has replaced race at the center of electoral discourse is gender. Charges of sexism are now leveled like howitzer blasts at anyone who criticizes Sarah Palin for a lack of experience, a checkered record, a provincial outlook, and a frightening, Gothic worldview. Hillary Clinton's legacy may, ironically, be the opening she provided the Christian right to claim the mantle of feminism that has historically belonged to the Democratic party and to the political left in the United States. Members of the Christian Republican Party base who until recently derided "feminists" as a motley collection of lesbians and aggressive, family-hating careerists now proudly carry the feminist flag on behalf of "working mothers" across the nation.
Whether this holds water remains to be seen. I am struck by the studied grace and restraint of the Democratic leadership in their response to the invective hurling their way from St. Paul (pun intended, regarding righteous Christians hurling thunderbolts from their own feminist road to Damascus).
I also am truly impressed by Obama's unflappability. He has refused to take the bait and lash out at those attacking him because he attended Harvard, possesses the basic literary skills required to write two books, and truly cares about ideas.
Perhaps we should call him "Ocalma." Since the Republican leadership has explicitly indicated that personality and not issues will govern the outcome of the election, I might point out that Obama's apparent serenity and self-control are personal qualities that we would want any president to possess.
The 2008 election may be the most important presidential election in the nation since 1860. In his determined focus on unification and transcendence, Obama reminds me more of Lincoln than any presidential candidate since 1860. The irony is that while Obama may have viewed unification and transcendence in terms of race - and his mixed-race heritage uniquely positions him to breach this divide - healing between men and women may prove to be his toughest domestic challenge.
Tuesday, September 2, 2008
In the Long Run, You Only Hit What You Aim At - Thoreau
Let our new Securities Mosaic Risk Factors search page help you aim at the risk disclosure language you want to hit. This unrivalled search platform is part of our ongoing effort to transform the focus in legal publishing from documents to data. It allows you to easily locate risk disclosure data through a powerful combination of search fields, without having to wade through unwieldy SEC filings. Risk Factors takes you straight to the relevant information you need to locate model disclosure language, profile industry and business segment risk, analyze deficiencies, and identify potential liability.
Since early in 2006, larger public companies have been required to include a Risk Factors section in their 10-K Business Description item. These annual report risk disclosure statements provide a more comprehensive survey of company risk than the disclosure statements associated with new offerings. We have extracted more than 160,000 risk factor statements from annual reports and now cover more than 90 percent of the public companies listed on major US exchanges.
Risk Factors offers:
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Since early in 2006, larger public companies have been required to include a Risk Factors section in their 10-K Business Description item. These annual report risk disclosure statements provide a more comprehensive survey of company risk than the disclosure statements associated with new offerings. We have extracted more than 160,000 risk factor statements from annual reports and now cover more than 90 percent of the public companies listed on major US exchanges.
Risk Factors offers:
- Instant access to more than 500,000 unique company risk factorstatements
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Search Exhibits with Added Precision
Since its launch over a year ago, the Exhibits Search page on Securities Mosaic has been an invaluable resource for users who need to troll through the roughly 6 million documents that are tacked on to filings as Exhibits. If you need an Employment Agreement, or a Press Release, or a company’s Articles of Incorporation and Bylaws, then look no further than Exhibits Search, the surest and easiest way to find it. This unique search page allows you to peruse and search exhibits without even bothering with bulky filings.
And now, the Exhibits Search page is better than ever. Our newest innovation is the introduction of bi-level text search functionality, which allows you to perform text searching on both the document level and exhibit label level at the same time. This is the most precise and efficient way to search for particular content within a particular type of Exhibit. For example, if you are interested in how the possibility of a reverse merger is accounted for in a Stock Purchase Agreement, you can enter “Stock Purchase Agreement” in the Exhibit Label Search box, and “reverse merger” in the Full Text Search box. This pinpoint search functionality virtually ensures that all your results will be relevant.
The enhanced Exhibits Search is merely the latest in a series of upgrades we have been making to Securities Mosaic. Continue to check the Press Box for updates on further improvements and additions. And, as always, keep those suggestions coming. Contact Us.
And now, the Exhibits Search page is better than ever. Our newest innovation is the introduction of bi-level text search functionality, which allows you to perform text searching on both the document level and exhibit label level at the same time. This is the most precise and efficient way to search for particular content within a particular type of Exhibit. For example, if you are interested in how the possibility of a reverse merger is accounted for in a Stock Purchase Agreement, you can enter “Stock Purchase Agreement” in the Exhibit Label Search box, and “reverse merger” in the Full Text Search box. This pinpoint search functionality virtually ensures that all your results will be relevant.
The enhanced Exhibits Search is merely the latest in a series of upgrades we have been making to Securities Mosaic. Continue to check the Press Box for updates on further improvements and additions. And, as always, keep those suggestions coming. Contact Us.
Are You Watching?
Are there certain public companies you have your eye on? If so, how soon will you know when they’ve filed with the SEC? If you’re a Securities Mosaic subscriber, there’s no reason to even wonder. Our SEC Watchlist Alerts feature is one of our coolest tools, and it’s included (as with every one of our services) in your license at no extra charge. What’s more, we’ve just launched a new, user-friendlier version of the Watchlist which makes setting up and editing your alerts quicker and easier. This new version incorporates many helpful suggestions from you, our users.
If you access Securities Mosaic as part of an organization-wide, IP-authenticated license (meaning you see no login screen when you use the site), you will need to sign up for a personal account in order to set up your customized SEC Watchlist. However, personal accounts are available free of charge for those who are part of an organization-wide license. And there are other advantages to having a personal account, including the ability to use nifty tools such as the Document Cart and Stored Searches. Click here to sign up for a personal account.
Did You Know . . .
● If you have a Watchlist Alert set up, you’ll be notified by email of a filing shortly after its initial entry into the EDGAR system.
● You can set up alerts with all sorts of parameters, not just a given company’s name. For example, if you want to know every time a company in the tobacco industry mentions the word “cancer” in its filings, then you can set up a Watchlist Alert to notify you of exactly that.
● You can elect to have SEC Comment Letters and Responses included in your Watchlist.
● You can temporarily de-activate particular alerts and re-activate them later.
● There is no limit to the number of Watchlist Alerts you can have.
The SEC Watchlist is accessible from the “Quickfind” dropdown on any page in Securities Mosaic. There is also a link on the All SEC Filings search page.
As always, contact us any time for assistance using the Watchlist feature or help setting up a personal account. Customer Support.
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