Wachovia-Citigroup letter: Non-binding agreement to agree

Citigroup’s “agreement” with Wachovia appears to be a bust. If the $2.1 billion deal is documented by nothing more than the letter posted at Clusterstock (key excerpt below), Citigroup shareholders should get set for disappointment: the “non-binding” term sheet apparently involved a $42 billion contribution by the federal government. Citi’s reported $60 billion lawsuit against Wells Fargo suggests Wachovia was worth far more than Citi was letting on.

Continue reading

Bank bailout commentary: Not so fast!

Haste makes waste. Any time 535 people reach an agreement this quickly, you know most of them did not even read it before signing off. That, sports fans, is how we got into this mess to begin with.

What remains to be seen is whether the measure will pass (probably) and whether the markets will be fooled (possibly). Early signs are not good with the Dow off 300 points, as I write. However, one should never overestimate the intelligence of investors who, after all, bought all of those mortgage-backed securities in the first place.

From a starting point of three pages last week, what appears to be the agreed bank bailout legislation runs to 109 pages of text that will generate millions if not billions in legal fees over the next five or ten years. My preliminary observations are as follows: Continue reading

Is Sharia law now enforceable in the United States?

Say what?  The TimesOnline reports today that through the mechanism of private arbitration the government of the United Kingdom now enforces Sharia law in civil and family law cases where the parties have previously agreed to be bound by Sharia court rulings.

At this point, readers may be wondering why the headline of this post asks if Sharia is enforceable in the United States.  Answer: U.S. law confers even greater power on arbitral panels than does U.K. law.  If it’s happening there, it either is already here or will be very soon. Continue reading

Choice of Law

Frequently overlooked elements of commercial contract negotiations are the choice of law and choice of forum clauses. These clauses can have a dramatic impact on the timing, amount, and collectibility of the revenue or expense associated with a transaction. Most contracts written nowadays contain such clauses, but many non-lawyers downplay their importance because they are “legal technicalities” that they don’t fully understand. Continue reading

The Purpose of a Contract

This afternoon, I taped a 90-minute “webinar” on the subject of Negotiation. One key to effective negotiation is gaining real commitment.  This is a skill or process that many new entrepreneurs only learn the hard way. A common scenario involves a couple of business partners who spend several weeks discussing, e-mailing and meeting to structure a deal or a venture. The discussion ends and they walk away, both sides thinking they have an understanding. Continue reading