The Volokh Conspiracy

If this indeed was a lawyers' mistake, it was a doozy:

Times:

JPMorgan and Bear were prompted to renegotiate after shareholders began threatening to block the deal and it emerged that several "mistakes" were included in the original, hastily written contract, according to people involved in the talks.

One sentence was "inadvertently included," according to a person briefed on the talks, which requires JPMorgan to guarantee Bear’s trades even if shareholders voted down the deal. That provision could allow Bear’s shareholders to seek a higher bid while still forcing JPMorgan to honor its guarantee, these people said.

When the error was discovered, James Dimon, JPMorgan's chief executive, who was described by one participant as "apoplectic," began calling his lawyers at Wachtell, Lipton, Rosen & Katz to seek a way to have the sentence modified, these people said. Finger pointing over the mistakes in the contracts began as bankers blamed the lawyers and vice versa.

As a relevant aside, I've never understood why new associates with no finance background get sent to do "due diligence" and "document review" for complicated financial transactions. If they saw something was amiss, would they notice? I've been told that they are asked to look for very specific things, and that the bulk of due diligence is done by the finance people. I'd be curious to know what those who have experience with such things think.

anon54 (mail):
It sounds like the entire deal from first phone call between the principals to the announcement was put together between Friday morning and Sunday night. This means the lawyering aspect of the deal (a subset of the whole) took place in no more than 24-36 hours. Considering how little time the lawyers were given to do their jobs, I'm not the least bit surprised there were issues in the documents, and neither should Jamie Dimon or the other principals. This was obviously an "as is, where is, right now" deal in every aspect and the price reflected this. Dimon took the risk of issues like this arising when he agreed (was pushed into) to announce a deal before the market opened on Monday, and this risk was priced into the deal.

There are risks associated with moving this fast. If you assume this risk, then you shouldn't complain if those risks come to pass.
3.24.2008 8:35am
Jim at FSU (mail):
Before I even read through it I thought "I bet they delegated it to a junior associate to write." You would think that it would be really important to have an attorney with piles of experience in these matters write up a contract of this importance but maybe habit took over. It's like delegating defusing a nuke to the trainee on the bomb squad because you've grown accustomed to standing back a bit from the blast zone.

But I agree with anon, this risk was probably priced into the great price they got. Just amazing that the unforeseen risk was their own counsel's ineptitude.
3.24.2008 9:03am
emsl (mail):
Much of the "due diligence" in corporate transactions relates to truly mundane and largely irrelevant issues. Someone has to review each and every lease, for example, to determine if their are anti-assignment clauses that might apply and to verify that the leases are still valid. Similarly, huge regulatory files -- patents, environmental permits, trademarks, etc. -- all need to be reviewed for the inevitable schedules that constitute exceptions to the warranties and representations portion of the contract. The important stuff -- and that usually means money -- is generally left in the hands of the investment bankers, accountants, and senior attorneys.

With respect to the contract, on the one hand, there is really no excuse. On the other hand, trying to keep track of about sixty to one hundred pages of single-spaced technical legal language can be mind-numbing, especially when (i) it is three in the morning and (ii) one is on revision 43.
3.24.2008 9:21am
MJG:
I'm not surprised either about this deal having some issues in it. There were probably many drafts flying back and forth, each side poring over language and blacklines. As one commenter noted, it was probably an incredibly frantic window. Wachtell is obviously not known as a careless law firm, but the conditions this was done in meant that some things were going to slip by. It'd be something like getting a couple of briefs on a new major issue at the Supreme Court at 3:45pm, having oral argument at 8:30pm, and having to have the written opinions all done and completed by 9:00am the following morning. It's just not going to be the same as if you calmly have a few weeks to work on it.

On the due diligence question, it comes up a lot but there are practical reasons why it ends up being junior associates: (1) There's a subset of tasks in a deal (or in litigation, but I'll focus on the corporate side) that only lawyers can do, among them drafting contracts, reading existing contracts, negotiating opinion letters, etc. The reality is that you have to divide labor somehow, and while you might say you want the senior partner to read all of the board minutes and read every employee or lease contract that exists, it's not practical and it makes more sense for the more senior attorneys to run the deal, do the negotiation, and drafting.

(2) The junior associates will (depending on the type of diligence), learn much about how businesses work by reading all of their existing contracts and how they work. And it's not that difficult to spot things after doing it once or twice - you're looking for terms that could materially affect the deal, such as undisclosed liabilities, or contingency deals, or even sometimes (and this is better for accountants), embedded derivatives (often contracts that account for currency changes can cause material changes if exchange rates were to move). The art here is not that it is so arcane like reading the rule against perpetuities, it's that it requires a careful eye who reads every word. For things like bond indentures and loan agreements you can learn how the major covenants work in a relatively short period of time (and this is a good way to learn rather than while negotiating them), and anything funky (convertible preferred stock terms, etc) can be worked out from the language. The nice thing about contracts is ultimately they (should) mean what they say, whatever it is they actually say. Note that a partner might find it hard to sit there doing this careful scrutiny for hours on end, if for no other reason than getting phone calls and being disturbed. Junior associates typically have fewer of these types of burdens.

(3) The final reason - and sorry this is so long - is one of client realities. Clients demand some degree of face time and responsiveness, so again the senior partner might not have time to do the serious negotiation along with this kind of time-consuming diligence. And the other reality is clients don't want to pay a partner's hourly rate for a bunch of diligence hours. If junior associates do it it saves the client money on that end by allocating the rates where they should be.

Anyway, maybe there are some more serious issues with document review in a big litigation case, because it requires more issue spotting or the like. But for due diligence I'm not sure there is another way. I'm sure every client would like the most senior partner at Cravath to handle their deal from top to bottom, from drafting purchase agreements to doing the due diligence himself, but I'm not sure if that actually makes sense, and the client likely would agree when they got their bill.

I don't think you can analogize this to say some senior litigating partner who is going to argue a case or a judge who outsources all research and thinking to some clerk or junior associate. Just as in that relationship, there is a role for people down on the totem pole to use their time researching, collecting, and synthesizing, just like due diligence you have to rely on them to not miss a major precedent or issue, but ultimately it will be reviewed by the more senior lawyer and there's plenty of incentive for that senior lawyer or judge because it is their name - not the junior associate's - which is tied to that case.
3.24.2008 9:32am
Litigator-London (mail):
UK practice is very similar to US practice and the big problem is that the transactional lawyers want the deal to go through.

I recollect asking a partner why there was a 50 pound note in every volume of the files relating to a mega transaction and his response was: "that's my getaway money in case it all goes wrong".
3.24.2008 9:33am
Happyshooter:
It could have been a screw-up on the buyer's side lawyers, or it just as easily could have been something the buyer agreed to at a lower level.

Now that the story is public, if the latter the firm will get the word out, otherwise we will know it was a whoopsie.
3.24.2008 9:35am
armchairpunter (mail):
With all due sympathy to attorneys working under a time crunch, it is difficult to believe that the senior Wachtell Lipton attorneys involved in the deal would not have reviewed the contract with extreme care as to potential pre-closing/broken deal liabilities to their client. This would, at the very least, be one of the top five issues on the table. Further, because it is a far from typical arrangement, this aspect of the deal seems highly unlikely to have been tucked away in the boilerplate.
3.24.2008 9:39am
The River Temoc (mail):
I basically agree with anon54 -- any time you move this quickly in an acquisition, you're going to have issues with the quality of your documents.

As to David's broader point about the risks of sending new associates with no finance training to do due diligence, I also agree. And in my experience, they're *not* told to look for very specific things -- it's more like the senior associates or partners say, "review these documents," send two junior-ish associates on their way, and maybe the more experienced of the two junior associates slips in a few words about what to look for.

All of this could be avoided if firms would invest in training their associates *systematically* -- i.e., take a few weeks at the beginning of their employment to do full-time training sessions, where you get a real checklist of things to look for, as well as copies of sample contracts and say, "this is what a typical anti-assignment clause looks like," for example. Most "training" at law firms is relegated to hour-long sessions of CLE now and then.
3.24.2008 9:44am
ronnie dobbs (mail):

Much of the "due diligence" in corporate transactions relates to truly mundane and largely irrelevant issues. Someone has to review each and every lease, for example, to determine if their are anti-assignment clauses that might apply and to verify that the leases are still valid. Similarly, huge regulatory files -- patents, environmental permits, trademarks, etc. -- all need to be reviewed for the inevitable schedules that constitute exceptions to the warranties and representations portion of the contract. The important stuff -- and that usually means money -- is generally left in the hands of the investment bankers, accountants, and senior attorneys.

With respect to the contract, on the one hand, there is really no excuse. On the other hand, trying to keep track of about sixty to one hundred pages of single-spaced technical legal language can be mind-numbing, especially when (i) it is three in the morning and (ii) one is on revision 43.


I'm a fourth year corporate associate. FWIW, the foregoing is entirely accurate in my experience.
3.24.2008 9:50am
KenB (mail):
Not original to me is the notion that people want three qualities in virtually anything they do: They want it good, fast, and cheap. The reality is that you can have no more than two of those under any circumstance. In this case, it appears JP Morgan got only one: fast. What they got certainly wasn't good, and I cannot believe it was cheap.

But whatever they profess, sophisticated clients should not be surprised at hidden costs in rush deals.
3.24.2008 9:54am
John (mail):
This is not a due diligence mistake, and I doubt a junior associate wrote the provision.

Aren't these trades the ones the Fed provided its $30 B backup for, prior to the acquisition discussions? If so, JPM's guaranteeing them regardless of the acquisition doesn't seem like such a big deal.
3.24.2008 9:57am
BZ (mail):
Another point: although the Chairman was apoplectic afterwards, that doesn't mean that the client's true position on this "one of the top issues" was communicated accurately and completely to the lawyers. The reviewers might not have missed it; they might have seen it, recognized its implications, but believed that the client had signed off. All these negotiations, particularly those done fast and furiously, involve coming to mutual understandings and then communicating those to the scriveners. There can be a breakdown somewhere in the train, and that's what the "finger-pointing" is about now.

We've all been there. Just last week, having won a big decision from a state Supreme Court, I pointed out to the client's staff that it was really a miracle that writing done under pressure from many interests could stand up so well under scrutiny.
3.24.2008 10:05am
Houston Lawyer:
Just to chime in my agreement that I doubt that this was a mistake by the lawyers. I would also wager large sums that this was reviewed by very senior lawyers who knew what they were doing and understood the terms.
3.24.2008 10:07am
Jane (mail):
My understanding is that the Fed really brokered this deal -- Bear was in trouble and its trouble threatened the financial markets. The Fed wanted Bear in the hands of a stable buyer (i.e., JPM) and made it clear that bids from other weaker banks wouldn't be welcomed.

I expect this provision has the Fed's fingerprints all over it. At the end of the day, this was likely the most important provision in the contract from the Fed's perspective -- given the magnitude of Bear's market share as a counterparty in the market, the Fed absolutely had to prevent the kind of systematic counterparty risk that a Bear failure would have caused. Along with John, I strongly doubt this was a mistake. Dimon may not like how things turned out on this issue, but he was richly compensated for it. He bought a respected company that was trading at more than $80 per share a month ago for $2 per share.
3.24.2008 10:15am
stevelaudig (mail):
This deal was triggered by the same administration responsible for Iraq and New Orleans. Why should the level of care or competence be any different? Besides is it not true that U.S. taxpayers are the ones on the hook after all the looting is over? Just like Iraq, New Orleans, and on and on.
3.24.2008 10:23am
Curt Fischer:
I am enjoying everyone's speculation; it is very informative.

I also thought it was interesting that the "inadvertently included" provision was discussed pointedly on the Sunday evening conference call with reporters the night before the announcement of the deal, according to a participant in the call.
3.24.2008 10:25am
Happyshooter:
From Curt's link, above:

This story can't be right. We were on that conference call on Sunday night, and this provision got a lot of attention on that call. The JP Morgan bankers were very clear that the guarantee would survive a negative vote by Bear Stearns shareholders. The guarantee would survive the life of the guaranteed transactions, JP Morgan's bankers said on the call.

There was a bit of confusion on the call about this provision, so that those on the call had to ask about it several times. But clearly everyone involved was focussed on it. So why are we suddenly being fed a different story through Andrew Ross Sorkin?


Bingo, it wasn't the lawyers.
3.24.2008 10:43am
Guest!:
As a junior corporate associate, two comments:

1) This wasn't a diligence mistake. There's no way a junior associate was drafting that language, and diligence isn't directly related to terms such as this that you're putting in the merger agreement anyway.

2) Generally diligence assignments *are not* very specific; if anything, they're the opposite. Typical instructions for a due diligence project include: "look for any red flags," "look for any red flags that are material," "look for anything that can derail the deal."

Not very helpful when you've never seen these kinds of documents before.
3.24.2008 10:43am
anonlawstudent:
stevelaudig,

The Governors of the Federal Reserve are appointed to 14 year terms, using the traditional nomination with advice and consent method. However, the President of each regional Federal Reserve Bank is appointed by the directors of that bank, election of which is divided between the Board of Governors and the member banks. This structure has been in place since 1913. Moreover, the Fed has its own sources of funding independent of Congress and the Executive. It is about as apolitical of an agency as is possible. While Secretary Paulson certainly cheerleaded for this deal, the Administration has very little power over the Fed. Quit trolling, do not pass go, and return to Kos.
3.24.2008 10:50am
A.S.:
Yeah, I don't see it as a "mistake" at all. Certainly not a lawyers mistake.

The guaranty document is a very simple 3 page document (it is here). The termination provision is similarly quite simple: it terminates on the termination of the termination of the merger agreement. Why would the parties want there to be a merger agreement in effect without the guaranty? Without this guaranty (or a similar guaranty from an alternative party), presuambly Bear just goes bankrupt as other firms stop trding with it. So Bear wants the certainty of either this guaranty or another deal.

Now the termination provision of the merger agreement is interesting in that it does not permit a termination by JP Morgan in the event shareholders vote down the deal (merger agreement is here). Subject to a 1-year drop dead date, the termination provision of the merger agreement only permits termination (in circumstances relelvant here) if the Bear board withdraws its recommendation of the JP Morgan deal or approves another deal (or fails to so "no" to a tender offer in the relevant 10 day window under the Exchange Act rules). The Bear board is given a standard "fiduciary out" in the no-shop to look at other deals if and when they come along consistent with their duties under Delaware law.

JP Morgan's lack of ability to terminate the merger agreement on an adverse shareholder vote is clearly a major deal point, and there is absolutely no way everyone at JP Morgan didn't understand that. And from that follows the guaranty language - there was no way Bear was going to agree to a deal that permits the guaranty to go away while the JP Morgan deal was still on the table.

So I don't see any way this is a lawyers mistake.
3.24.2008 10:59am
A.S.:
BTW, just a note about the agreements, late nights, etc.

As is typical in large public-public deals, the merger agreement is NOT a very complex agreement. It is 40 pages. The guaranty was 3 pages and the option agreement 13 pages. Yes, there was extraordinary time pressure some of the provisions are complex - the no shop and termination provisions among them. But they would have been the most scrutinized in the entire document by all the Wachtell partners involved. And Wachtell has three partners named in the Notices section - so at least those three were reading the relevant provisions here.

If I were Wachtell, I'd be extremely p*ssed someone is anonymously slandering us on the front page of the Times.
3.24.2008 11:14am
RI Lawyer:
AS is right.

In every deal like this there are a handful of provisions that are the guts of the transaction, often involving issues about which party takes what risks at which time for how long. This falls squarely into that category. There is no way that senior lawyers were not looking carefuly at these documents and, more importantly, no way that senior business people were not reviewing them as well. This was not overlooked and was not a mistake - I'd bet anything that the senior business people Morgan were well aware of the effect of these provisions and made a business decision to accept them.
3.24.2008 11:27am
gab:
anon law student said:


The Governors of the Federal Reserve are appointed to 14 year terms, using the traditional nomination with advice and consent method. However, the President of each regional Federal Reserve Bank is appointed by the directors of that bank, election of which is divided between the Board of Governors and the member banks. This structure has been in place since 1913. Moreover, the Fed has its own sources of funding independent of Congress and the Executive. It is about as apolitical of an agency as is possible. While Secretary Paulson certainly cheerleaded for this deal, the Administration has very little power over the Fed.


Finding a quote from an anonymous source and pasting it in does not constitute rebutting an argument. Secretary Paulson, if not driving the deal, was intimately involved in the process. You don't nationalize the fifth largest dealer in the country without the Secretary of the Treasury in on the deal and fully on board with it. The President too. To think otherwise is incredibly naive.
3.24.2008 11:37am
TOC:
Financial Week has an interesting story that is relevent to this string: www.financialweek.com. Here's a sample:

Legal battle looms over buyout terms
Bear’s acquirer may soon have to put $6B reserve to use. Shareholders’ argument: Board was coerced.

By Andrew Osterland
March 24, 2008

Henry Paulson and Ben Bernanke may never be forced to explain to a jury their role in the shotgun wedding between Bear Stearns and J.P. Morgan the weekend before last, as much as plaintiffs’ attorneys might fantasize about the possibility.

After all, shareholder lawsuits almost never go to trial, and J.P. Morgan has reserved $6 billion for “transaction-related” costs in the controversial deal—a good chunk of which will likely go to pay off litigious shareholders.

But if the Treasury secretary and the Federal Reserve chairman didn’t force the Bear Stearns board to sell the firm for an embarrassing $2 a share, they certainly shoved it in that direction. And though their fears of a broader meltdown in the financial system may have been warranted, there is a strong case to be made that Bear Stearns shareholders were sacrificed for the good of the market.
3.24.2008 11:45am
A.S.:
Wait - I'm going to undermine my previously unequivocal position. On a closer look, the Guaranty DOES have an interesting provision that makes me rethink this a bit. While the time after which JP Morgan will no longer guaranty new liabilities is the later of closing or termination of the merger agreement, the guaranty of currently existing liabilities only end on the later of closing or a termination due to the Bear board withdrawing its recommendation of the JP Morgan deal or approving another deal (or failing to so "no" to a tender offer in the 10 day window). In fact, there is a sentence in the Guaranty (last sentence of Section 3) that says "[f]or the avoidance of doubt," a termination of the merger agreement under any different termination provision - i.e., if Bear breaches a covenant - will NOT act to terminate the guaranty as to current liabilities (although it would act to prevent JP Morgan from guaranteeing NEW liabilities incurred thereafter).

I could see that as a lawyers mistake. I still find it hard to believe that you didn't have a whole bunch of Wachtell partners on the deal reading that - and that it was discussed with the business people. But maybe those Wachtell partners screwed up. Now I'm genuinely unsure.
3.24.2008 11:50am
Elliot123 (mail):
"Clients demand some degree of face time and responsiveness, so again the senior partner might not have time to do the serious negotiation along with this kind of time-consuming diligence."

If a law firm can't arrange to have contracts of this magnitude and importance reviewed by a sufficient number of extremely competent people who are well versed in the business at hand, it's time to get a new law firm. It doesn't have to be the senior partner; he might not even be the best.
3.24.2008 12:09pm
Alex R:
The conference call transcript is here.

Excerpt:
Mitch [Northern – Q Investments]

With regard to the guarantee of trading, if the merger is not completed what happens to the full facing credit of JP Morgan? Is that still behind Bear Stearns?

Steve Black

First of all the guarantee applies to all transactions on the books today and any transactions that are entered into while that guarantee is in place. We have every expectation that Bear Stearns shareholders will approve this deal. I think we are offering the best alternative that they got at this point and I would be surprised if a better alternative came along. If in the future the shareholders do fail to approve the transaction, then our guarantee would no longer apply prospectively. Of course everything that was on the books up to and to that point would be covered by the guarantee.


So it looks to me as though JP Morgan execs (Black) understood the provision very well...
3.24.2008 12:10pm
Mary Katherine Day-Petrano (mail):
"As a relevant aside, I've never understood why new associates with no finance background get sent to do "due diligence" and "document review" for complicated financial transactions. If they saw something was amiss, would they notice?" ------>

This is easy to understand: Persons with joint J.D./M.B.A. degrees are scoffed at by others who achieve only J.D. degrees in the heirarchy of hiring we currently have in the legal profession, as are detail oriented 100% photographic memory persons with autism who are never considered for such employment opportunities due to their inability to pass the discriminatory A-B-C-D standardized tests currently being used as a screening device for qualification/eligibility/positions of power in the legal profession.

What you get is a bunch of A-B-C-D law review dumb downs who can't think their way out of a paper puke bag, waking up the next morning with a J.P Morgan-Bear Stearns hangover twiddling their thumbs trying to figure out how this could have happened.

Change the legal profession heirarchy predicated on these bad A-B-C-D testing screening tools to more accurate merit-based actual hands-on performance testing, and moronic "mistakes" like this will become history.
3.24.2008 12:41pm
Bruce F. Webster (mail) (www):

I've never understood why new associates with no finance background get sent to do "due diligence" and "document review" for complicated financial transactions.


David:

I raised the same issue several years back regarding information technology (IT) transactions in a white paper I did while at PricewaterhouseCoopers. I do a lot of work on failed or disputed IT projects, and I have repeatedly winced when I have read the contracts / service agreements / licensing agreements involved. They often have gaping holes or flaws that are immediately apparent to anyone with any significant IT project management experience, and yet they get signed anyway.

The most frequent cause, as far as I can tell, tends to be 'negotiation fatigue' -- the parties want or need to get things moving, and they sign the contract with one or both sides assuming (!danger, Will Robinson!) good faith on the part of the other side. Then when things head south, those gaping holes or flaws become apparent. ..bruce..
3.24.2008 12:45pm
U.Va. 3L:
I'm confused. Is MKDP suggesting that JD/MBAs are autistic?
3.24.2008 1:17pm
Bob Leibowitz (mail) (www):
I've litigated against Jamie Dimon and can assure you that he sets the deal points, not the lawyers. No lawyer thought up the guaranty terms and conditions and dropped them into the deal, to remain there unnoticed by all the other reviewers, business and legal.

Step back and consider the deal tipping points; Without a continuing, forward guaranty Bear would have had to cease operations.Without transparent termination points, the guaranty would have been operationally valueless. JPM stepped up.

This is the deal Dimon negotiated. It has a door that Bear could stampede elephants through, if it chooses, in the form of the guaranty that could last for 12 months without any recourse on the part of JPM.

Dimon is having second thoughts, he's hating the ridicule and needs to blame the mess on others. It's his foot in the tar and he'll just have to get used to it.
3.24.2008 1:43pm
autolykos:
Bob Leibowitz's explanation is the only one that makes sense to me. This isn't some sentence that accidentally got left in the draft. There's an entire separate agreement governing this guarantee (that Mr. Dimon himself signed) and it's really not that complicated.

This paragraph in particular:

One sentence was "inadvertently included," according to a person briefed on the talks, which requires JPMorgan to guarantee Bear’s trades even if shareholders voted down the deal. That provision could allow Bear’s shareholders to seek a higher bid while still forcing JPMorgan to honor its guarantee, these people said.


makes little sense to me. What's the inadvertent sentence being referred to? I can see an argument that people didn't understand the consequences of the guarantee agreement in the context of the deal termination provisions, but that's different than a lawyer's mistake.

The rest of the discussion about due diligence and the role of junior associates seems misplaced (even if it's acknowledged as an aside).
3.24.2008 2:02pm
Visitor Again:
I'm confused. Is MKDP suggesting that JD/MBAs are autistic?

Not that I can see, but I'm suggesting bullying the disadvantaged will be your line.
3.24.2008 2:25pm
U.Va. 3L:
I'm suggesting bullying the disadvantaged will be your line.

No one has a sense of humor these days.
3.24.2008 2:54pm
Avatar (mail):
What she's saying is that the job requires you to be able to focus like a laser on utterly uninteresting material, and stay there, all day long; this is something that a borderline autistic will be able to do... rather, not just that, but do and be happy doing, unlike a normal person, who will start climbing the walls in short order.

However, while that person could apply all the attention to each and every page of the documents that you could possibly want, it's going to be very, very difficult to get them through law school and past the bar, which means that the set of people who have those qualities -and are lawyers- is something close to zero.

I can sympathize - I have a little touch of autism myself (a tendency to get up and pace to do my heavy thinking, for example), and I spend all day working on subtitles, which beats out reviewing legal documents for sheer mental drudgery at times. Staying focused is hard, even for those of us who tend to do that anyway...
3.24.2008 3:01pm
LarryM (mail):
I'm not sure that this is what you are looking for, but between jobs a few years ago I did document review on a couple mergers, including Pillsbury/General Mills, and they did give us a pretty specific list of things to look for, but (1) we're talking a huge number of documents, and fairly high expectations of rate of review, (2) it wasn't even junior associates, but contract employees supervised by junior associates, so I imagine a lot of relevant documents were missed. But then again, it was document production to one of the relevant federal agencies who approved the merger, so I imagine that the companies biggest concern was being able to say that they had complied, rather than perfect precision in the choice of documents to produce.
3.24.2008 3:36pm
LarryM (mail):
Oh, after reading the other comments, in terms of the tedium of documents review, keep in mind that for a big project with tight deadlines you are talking about 16 hour days. Try keeping your focus for 16 hours a day for 6 or even 7 days a week, while doing the mind numbingly tedious task of reviewing documents.

Though I do still know some fascinating details of the prepared foods industry that I wouldn't have learned otherwise.
3.24.2008 3:41pm
Davide:
"As a relevant aside, I've never understood why new associates with no finance background get sent to do "due diligence" and "document review" for complicated financial transactions. If they saw something was amiss, would they notice? I've been told that they are asked to look for very specific things, and that the bulk of due diligence is done by the finance people"

I find this puzzlement amusing, because it raises a question for me: why do law professors, who've never written a contract nor litigated the meaning on contractual terms teach contract law?

Why do law professors who've never done a corporate deal teach corporate law?
3.24.2008 3:58pm
TerrencePhilip:
I can sympathize - I have a little touch of autism myself (a tendency to get up and pace to do my heavy thinking, for example)


You are saying that this is a symptom of autism?
3.24.2008 4:04pm
Asher Steinberg (mail):
On a completely unrelated note, does anyone know if this* is legal? Obama appears to be holding a lottery for his Internet contributors. Four people who donate money to his campaign this week will be given free air fare to some undisclosed location where they'll get a free dinner with Obama. In their words, "make a donation in any amount, even $5, between now and 11:59 pm EDT on Monday, March 31st, and you could join Barack and three other supporters for an intimate dinner for five." Something doesn't seem kosher about this.

* barackobama.com/dinner
3.24.2008 8:49pm
Paul B:
I don't understand why having to honor guarantees is a "mistake." Who wants to be a counterparty to Bear Stearns, when you've been told that JP Morgan stands behind their trades if they can walk down the road?

I think this is just one of the risks that JPM had to take in order to get a potentially great deal. Sounds to me like senior management and/or inside counsel didn't think about the potential downside of this, and that it's wrong to blame the law firm drafting the document.
3.24.2008 9:33pm
Smokey:
If I ask my mechanic to fix my car in a hurry, and he tells me he's fixed it, and then the car blows up a mile down the road... I'm still asking for a refund.

See, the mechanic didn't have to take the job. But once he agreed to do it, his complaining about the time pressure is going to fall on deaf ears.

As a former R.E. broker, I wrote some *very* complicated, multi-page offers/counter offers in a very short time - a matter of hours. When you know your subject, you can do it well regardless of the deadline.

Either these guys didn't know the subject they're extremely well compensated to know -- or they foolishly passed it off to their junior associates as if it were a spinster's will, instead of the biggest financial deal in the past decade.

Or, maybe when you get to the $500 - 1000/hr level, an automatic free pass comes with it. Maybe that's it.
3.24.2008 9:52pm
Stephen M (Ethesis) (mail) (www):
Why do law professors who've never done a corporate deal teach corporate law?

I don't know, mine did (lots of corporate deals).
3.24.2008 9:56pm
neurodoc:
I have a little touch of autism myself (a tendency to get up and pace to do my heavy thinking, for example)...
That's a ridiculous notion of what might be seen as a sign of autism spectrum disorder.
3.24.2008 10:05pm
neurodoc:
Can someone answer these naive questions about the JPMorgan - Bear Stearns deal for me:

- How could those in command at BS have been willing to take $2 a share for the company while those immediately below them, along with some of BS's largest shareholders, saw it as outright rape? Did those in command know things that others around them didn't, or was there just a very different estimate on their respective parts of BS's bargaining position? On BS's side, aren't all the interests in perfect or near perfect alignment? Are some individuals on the BS side looking to come out personally better off through an uncontested acquistion than if it gets still messier, doesn't go through, or goes into BK? If so, how?

- Those calling the shots at BS have a fiduciary(?) duty to BS shareholders and most put the collective interests of the shareholders first, mustn't they? Or am I way wide of the mark with this notion of duties owed?

- If the Fed is taking on responsibility for $30B of the "most toxic waste," what is the nature and magnitude of risk that JPMorgan is stepping up for?

- Has BS been sitting on a greater amount of toxic waste than have others, or is the waste it has been sitting on somehow more toxic than the waste the others are having to deal with? Is it worse than some assets declining in value to $0, perhaps giving them potentially uncapped liability, as one has shorted a stock and they cannot cover their position as the price continues to climb?

- What are the chances that the Fed, and in turn the taxpayers, won't take a loss on that "toxic waste," that in the end it will turn out like Longterm Capital when the dust settles? Or was LCM's position not only smaller than BS's, but also more easily unwound and never as dangerous?

- Of what concern is it to the Fed or Treasury how much JPMorgan pays for BS stock, whether $2 a share, $10, $20 or whatever? It is being reported as a "political" thing, that the government needs to be able to say that some Wall Streeters were made to feel maximal pain, but is the tax payer any better or worse off according to the price JPMorgan winds up paying for BS stock?
3.24.2008 10:39pm
Gaius Marius:
The end result is more billable hours for Wachtell Lipton.
3.24.2008 10:57pm
JD/MBA:
As to David's question why associates without a financial background are involved in the due diligence process it's because law firms don't value attorneys who understand finance.

Back when I was interviewing with law firms, being a JD/MBA was a strike against me. The senior partners wondered whether I truly wanted to pursue a legal career or was thinking about a transition to the financial world. The senior partners wanted less risk, so they hire people with no options outside of the law. As a disclaimer, I chose to work in the financial sector.
3.24.2008 11:45pm
Daryl Herbert (www):
All of this could be avoided if firms would invest in training their associates *systematically*

But who could they even bill for that??? Not going to happen.
3.25.2008 2:35am
Harry Eagar (mail):
I had a different, non-lawyerly question about this, but Professor Bernstein's question goes to the same point:

Assuming this solution was the best available; and assuming that if it hadn't been done quickly there would have been/could have been a snowballing international credit freeze; and assuming that Friday-to-Sunday was only just enough time to pull off a (possibly poorly drafted) deal, what would have happened if BS had reached its breaking point on a Wednesday?

Would the world be tobogganning down a 1929-style slide this week.

Maybe the British invention of the weekend wasn't as silly an idea as it's always been portrayed?

On the other hand, if the VC poster (forget who it was) who suggested the Goldman Sachs pushed BS over the edge on Thursday was right, then maybe somebody timed it out. I'd hate to think it was pure luck.
3.25.2008 2:48am
M&A Associates:
Why would M&A lawyers, junior or otherwise, who do due diligence need any sort of financial background? They review legal documents, and financial knowledge is pretty much irrelevant. The bankers who get paid 3 times what law firm associates get are the ones supposed to be doing the financial side of the due diligence.
3.25.2008 3:47am
TOC:
JD/MBA --

The curious thing about your post is that it reveals a fairly significant regional bias. I expect you're posting from the East Coast, which definitely has a bias against JD/MBAs. On the West Coast, however, law firms traditionally have viewed JD/MBAs as a plus and associates with joint degrees often get paid more than their colleagues that only have JDs (holders of joint degrees generally get an extra class year of compensation credit -- e.g., second years are paid at the third year rate).
3.25.2008 9:48am
matts117:
neurodoc,

I'll take a shot at answering a few of your questions:

1) Questions of the value of BS revolve around the value of the mortgage-backed securities that it owns and the value of other complex derivatives transactions that it has entered into.

2) The Fed stepped in to guarantee the mortgage-backed securities to some extent, thereby reducing uncertainty about the value of those securities.

3) The $2 share price nonetheless reflects information asymetries:

Bear Stearns insiders believe(d) that the firm is essentially solvent (assets > liabilities), despite its having some difficulty paying its obligations as they became due. In fact, there is reason to think that its problems were the result of a "bank run" in which people took their money out of BS, thereby reducing its liquidity, thereby feeding into the cycle.

JPM, over the course of a weekend's diligence, was unable to determine what the unknown assets losses &unknown liabilities exist for BS. The Fed's guarantee of the mortgage securities helped in part to reduce the risk of unknown asset losses. Nonetheless, JPM couldn't assure itself that there were no more writedowns to come &there would be no losses hiding in the derivatives transactions. The safe bet for JPM was to assume the worst, which is a large part of why the offer price was so low. JPM has to assume asset losses &hidden liabilities because their diligence period was too small.

4) There are fiduciary duties involved &no doubt substantial litigation will arise from whether the board members fulfilled / are fulfilling those duties. An alternative to the JPM deal would have been BS declaring bankruptcy. Bankruptcy might have given BS an opportunity to restructure its obligations, but I suspect the shareholders would have ended up with nothing after the bankruptcy. So the board might have seen itself as deciding between $2 to shareholders and $0 to shareholders... even if BS had more than enough asset value to pay its liabilities &even if BS had substantial value as a going concern...

5) As for the bailout concern - the Fed guaranteed $30B in mortgage securities. If those securities end up being worth less than $30B, then every dollar loss is a dollar the federal government has transferred to BS/JPM. If those securities are only worth $20B, then the government has just added $10B of its money to BS's balance sheet, thereby making BS more valuable and providing benefits to whoever owns BS after the smoke clears.

That's my perspective on what I've read &understand...
3.25.2008 10:50am
ohwilleke:
I did municipal bond due diligence as a cub lawyer, and while I did not have a formal finance background, I was aware enough of the financial issues to do a credible job and equally important, to know why anyone would care if it was right. It would have been much more expensive for the clients if done by the partner who supervised me.

A great deal of the work is getting bona fide first hand information from the people who have it, which increases accuracy. Due diligence mostly consists of asking questions and getting responses, not looking beneath the facts provided by management. Due diligence is more like a management compilation financial report than it is like a genuine audit by a big accounting firm. Generally, the officials providing you with information are assumed to be truthful unless something just leaps out at you.

The fun part is coming up with the parade of horribles that could make everything go wrong, something that lawyers, as natural pessimists are better at than finance people who are natural optimists.
3.25.2008 11:23am
Cato (mail):
I have a very funny due diligence story.

I was sent to do due diligence on a printing company that my client was to acquire. I was given very detailed instructions on what to look for in employment contracts and sales in the pipeline. The partner instructing me was so good, that he taught me not only to look at pending sales, but the profitability of those sales.

When I got there I dutifully fulfilled my assignment and met with the client. "Everything is in order, " I said. "They have done everything correctly. It just took me more time to do the assignment than I thought because the room I needed to get to was blocked while they were taking that really big printing press out the back."

"The really big one?" asked the client.

"Yeah, the one in back." I answered.

"That press is the reason I want the company," he answered.

And so, I did a really good job of due diligence.
3.25.2008 11:38am
Visitor Again:
No one has a sense of humor these days.

Not when it's at the expense of the disadvantaged, in this case one of our colleagues who suffers from autism.
3.25.2008 11:51am
D Palmer (mail):
I wonder if the line in question was a subsection buried in a longer paragraph.

I am in real estate banking. I cannot tell you how many times I have seen a single 30-line paragraph filled with (a)'s and (i)'s rather than using an outline structure.

The lawyers I deal with say it keeps the doc's from being even longer than they are (in terms of pages) but IMHO all it does is make it more difficult to read and ID key terms and conditions.
3.25.2008 1:20pm
former AE:
Bear Stearns was, up until about a year ago, still doing 100% financing, with a negative amortization of the 1st lien of up to 135%, including jumbo sized loan amounts, and, at the height of the real estate bubble, was funding $500M a month. One could get these loans _stating income_, 2 months of verified assets, and, I think you may have been able to get these loans with credit scores as low as 660, but 680 for sure.

Bear Stearns was the worst, no one knew how they were doing it, yet they were all oh so very proud their product and how much business they were taking from the rest of the industry.

Well...the greater the pride...
3.25.2008 1:57pm
HipposGoBerserk (mail):
I am amazed at how many of the posters hear were willing to assume that the lawyers goofed instead of believing that the executive was trying to shift blame. No way a significant, non-standard deal term goes through without client sign-off.

To appropriately revise Smokey's analogy - If you ask your mechanic to replace your transmission with a used part you picked up somewhere else, he may install it and warn you that he can't tell if that used transmission has 10,000 or 100,000 miles on it, but ain't no way you'll get your refund when the used transmission you gave him to install blows up no matter how much you complain to the tow-truck driver.
3.25.2008 4:12pm
neurodoc:
Matts117, thanks for the response. I don't how likely it is that BS shareholders would have wound up with more value than the $2 per share offered or less value by going through BK, but the value of their building alone (if they didn't have it mortgaged out) is said to be $1B, several times the $2 per share JPM was going to pay. But my big question remains why the Fed should care whether JPM was going to pay $2 a share for BS, $20 or $50.

The Feds did agree to assume $30B of risk on the so-called "toxic-waste" assets BS held, the ones that could turn around a bite them big time in the behind, in order to get JPM to buy BS. (Now, with the re-jiggering of the deal, I think JPM is to take the first $1B hit, so Fed will only have $29B of risk standing behind JPM.) The Feds risk is no great or less according to what JPM pays for BS, is it? It seems to be all about "teaching a lesson" to those who would be reckless in the future, which might not be a bad thing, but the Fed wasn't going to let this deal fall apart if BS shareholders stood in the way of it because of the $2 value put on their stock? And suppose Dubai or the UAE or some other very deep pocket buyer jumped in with a bigger cash offer for BS, would the Fed have said no to it in order to teach that lesson?
3.27.2008 1:50am
neurodoc:
Visitor Again, who is the colleague you believe "suffers from autism"? Not the one who maintains that she is legally blind and deserving of special accommodations by federal courts, but who apparently has a currently valid license to drive? I am, to say the least, very sceptical that "autism" is the correct diagnosis, though I do believe there is a medical problem of a very different sort. (Read some of that person's rants about federal courts she thinks have discriminated against her, her threats to invoke HIPAA(?!), etc.)
3.27.2008 1:55am

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