Meeting Inspiration
I had the rare opportunity to meet Dave Eggers today, one of the great writers and advocates of my generation.
More directly, Eggers was the first person I'd ever known who found a way to express the daily frustration, anger, despair and isolation associated with being part of a challenging family.
He was signing copies of his latest book, Zeitoun, at Green Apple Books and, because he only advertised via the McSweeney's newsletter, there were only a few people there.
As the line was short, Dave took the time to chat with just about everyone, and he was as humble and open as his writing leads one to expect.
JPMorgan's Attorneys Blew It (Like A Ref)
An old friend of mine, a guy I've known since I was 10, was in town last night. It was a rare treat to see him, as he works a lot and lives in NYC with his wife and son. We hung out, caught up, and watched the Warriors/Lakers game. And what a game it was. The Warriors are the best show in the NBA.
Says Truehoop:
The Lakers and Warriors better meet in the playoffs. It's unbelievably fun to watch them play each other. If sports are an analogy for war, then the Warriors, it occurs to me, play the role of terrorists. They'll never rule, but they'll take somebody down with them.
The Lakers got the win thanks to a horrible call by the refs on a dirty, dirty play by Fish. Also, Monta Ellis is an amazing finisher. Unreal.
Anywho, my friend works for Bear Stearns, and he told us a little bit about a tiny mistake that's causing HUGE problems for JPMorgan. Apparently JPMorgan's attorneys mis-worded one sentence in one clause of the contract formalizing this huge, extremely complex acquisition. The result? By the language of that sentence, JPMorgan agreed to be responsible for Bear's debt, no matter what. In other words, even if Bear's shareholders rejected the offer and the deal fell through, JPMorgan would still be on the hook for billions. Ummm, whoops? Do over?
MARCH 24, 2008, 9:30 AM
Did JPMorgan Chase get snagged in a legal loophole? A careful read of its guaranty agreement with Bear Stearns, part of its deal to acquire the troubled investment bank, suggests that the agreement may be much broader than JPMorgan intended. This apparent oversight likely played a role in JPMorgan's decision over the weekend to consider raising its offer for Bear. [Upped from $2/share to $10/share. Also, Bear agreed to issue more shares to JP, giving them enough of a stake to push the deal through regardless of what the shareholders want.]
Under the merger agreement, if Bear's shareholders vote down the takeover deal for a year, Bear can terminate the agreement. This we already knew. But it also appears that, in such circumstances, JPMorgan's guarantee to backstop Bear's liabilities stays in place - forever. That is, even after the rejection from Bear's shareholders, JPMorgan's guarantee would continue to apply to any liabilities Bear accrued up to the termination of the agreement. This provision could allow Bear's shareholders to seek a higher bid while still forcing JPMorgan to honor its guarantee. The guarantee would not apply to liabilities accrued after termination of the agreement. Still, as The New York Times reported Monday, the agreement may have been much broader than JPMorgan and its law firm, Wachtell Lipton Rosen & Katz,* meant it to be.
According to The Times, one participant in the negotiations described James Dimon, JPMorgan's chief executive, as being "apoplectic" as he sought to have the sentence modified.
* No relation. My father's side of my family is from Brooklyn!, but they're more likely related to the Katzes from Crim in Terry (one of the guys casing the store) or Katz (the wiretap case).
Black Crusaders put Kiva.org out of business(es)
Amazing! The power of Dr. Cosby and the Black Crusaders is unfathomable.
Due to a recent surge in support ignited by viewers of the Oprah Winfrey Show and readers of President Clinton's newly released book Giving, there is currently a shortage of businesses in need of loans. The Kiva.org staff and our Field Partners are working overtime to get more businesses on the website. In the meantime, thank you for your patience!