Now, apparently, there has been a problem with the formatting of SS (though acceptable to both companies to which I published), and at the time of this writing, I am due to review the results and possibly republish (which is feasible with both companies), but the question has come to me, “What about Smashwords?”  So here are some informal notes that I hope answered the question:

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The good news is you have a potential buyer, who seemed ready and willing to sign on the dotted line, that is, until his lawyer put that to a screeching halt with worried cries of “due diligence!”

What is due diligence? In a nutshell, due diligence is making sure the i’s are dotted and the t’s are crossed. Due diligence research will bring up outstanding issues that would prevent a clean sale from one’s hands to the other.

For instance, if you own a piece of equipment, but secured the loan to pay for the equipment with that piece of equipment, then the bank will have security in the equipment. Said simply, if you got a forklift with a secured loan from the bank, the bank would take the forklift back if you stopped making payments.  A potential buyer will want to know that the equipment is not paid for, and would also want to know if there are additional entitities who hold security interests.  Depending upon what is owned and what is owed, the asking price for otherwise apparently similar businesses might vary widely.

Due diligence might also bring up problems with ownership of the company—imagine a man trying to sell a business, or even his half of the business out from under his wife because he plans on divorcing her in the near future. Perhaps the couple is in the middle of divorce already. Even if he was trying to sell only his half of the business, would the buyer want to take on that can of worms unknowingly? Eh, probably not.

So due diligence protects a buyer, and also may favor a buyer in the event the sale goes through. For example, if the buyer wants the company but discovers a flaw in the business, the buyer may ask for a reduction in price. In our unhappy couple scenario, perhaps the wife decides, yeah, she’s OK with her husband selling his half, but she’s not letting her half go. In that case, the buyer might ask for a reduction to reflect that he is purchasing only a half business, and an extra reduction to reflect a lower value to him due to having to be in business with the wife.

Due diligence research also will examine tax returns, employee handbooks, agreements, assets, work processes, valuations and P&L statements. If your books are not in order, then the buyer may refuse the sale, or may ask for further reduction in sales price.

The lesson here is, get your business in order before you put it up for sale. Just like you would repair your house and make it attractive for buyers prior to putting it on the market, so should you with your business. Your lawyer and accountant can help with that.

Why do these people not want to pay for an attorney?  Does any person pay for an attorney in a way other than reluctantly?  Well, yes, some people do.

And corporations do.  Large corporations may have a hundred attorneys on staff, and still manage to farm out work to specialist law firms that charge $1000 per hour of work.  Complain about big business, the economy, and lawyers all you want, but no one has ever said, “That bank went bankrupt because it paid its lawyers too much.”  Successful corporations know that lawyers provide services that range from necessary evils such as compliance and damage containment to business builders such as acquisitions, franchising, and exportation.

So many people, however, have an aversion to visiting a law office, which might be explained for any number of reasons, not the least of which is that attorneys are expensive. (Let’s put aside the fact that there are bad attorneys out there.  I recognize and agree that there are many.) While theoretically, at least, we can see the benefit of having an attorney negotiate for us a favorable business deal, we dread the idea of paying the lawyer for her expertise in assuring that we got the best deal.  Same thing for settling an accident or criminal charges.

Even worse than the fees, though, might be the connection between the attorney and a bad event in a person’s life.  I’m convinced that the source of most anti-attorney feelings is the idea that a person who feels victimized should not have to pay for anything.  The person, after all, is already suffering, and the attorney is simply getting him to where he originally was.  Or more often, the lawyer is supposed to “make those b$#%^s pay,” yes?

When things go wrong in a marriage, for example, it is easy to resent having to pay a lawyer to get through the painful process as intact as possible. In the US, with the exception of faulty real estate closings, the attorneys most likely to be sued for malpractice are over “bad events” like divorce and crime.

When an ex-husband has had to give up the good car, the house, the bank account, child support, and alimony, he might find it difficult to see that his pension, the stocks, the vacation home, his prize boat, and his way of life remain with him—due largely to a
hard-working attorney who might have had to work around sticky issues of abuse, abandonment, or infidelity.  The problem with that mindset, though, is that the lawyer did not cause the divorce.  The lawyer did not cause the accident.  The lawyer did not convince the client that having two wives unaware of each other was a good idea.  The lawyer did not breach the contract. The lawyer did not force the client to drink and drive, rob a convenience store, or beat his no-good brother-in-law with a shoe. The lawyer, though, is there to help her client get through it.

So pay her already!

Contrary to popular belief, I am not that fun at parties and iftars. My acquaintances do not love me for my bubbly personality, but (I do hope) I provide them something of value when they call me.

It took me a while to figure out my phone acquaintances’ second concern, but this is it in a nutshell: they want to feel safe. Talking an issue out, or at least being able to tease out what issues exist in a tangled and convoluted set of facts helps to make people feel
a bit more in control of a situation that might otherwise seem out of hand.  For that, I am grateful and happy to help.

That said, the number of new people to receive my personal number these days is exactly zero.

This deal with Russia was struck at  the direction of the Obama Administration.  According to Space.com, the total cost of the Russian taxi service is $753  million.  That buys, adjusted for  inflation, twelve round trip tickets to the International Space Station in 2014  and 2015.  Compared to NASA’s average  cost of a space shuttle trip of $450 million, and $1.7 billion to build a space
shuttle, this appears to be a bargain (NASA FAQ).  Only time will tell, however, if this  consumer relationship will work out.

Is NASA doomed, and does Russia have  a monopoly on space for now?  Not  according to Charles Bolden, NASA Administrator.  Bolden told CNN’s Candy Crowley that that even if Congress cuts NASA spending, the Obama Administration’s goals for the NASA program will continue.  Plans include putting a man on an asteroid by  2025 and a man on Mars sometime in the 2030’s.

In the nearer term, NASA plans to  continue, or restart, to work on orbital spacecraft as early as next year, with
cargo being hauled into space in early 2012.  Additionally, NASA will be asking for contractor proposals within a few
years for a commercial crew vehicle.

Private industry contractors  actually play a large role in NASA scientific development.  Thousands of companies, large and small, work for NASA and are paid with American taxpayer dollars. These companies are depended upon in large part to take NASA into the future.  We’ll see.

As for the United States being dependent upon the Russian taxi service and losing the space race, the hype seems to be much worse than the reality.  NASA, while obviously needing its hair cut (as does every other program in this country),is too large and too important a program to scrap, or to pare down so much as to make it irrelevant.  Its budget is $100 billion from 2011-2015, which seems relatively small somehow (yikes!), but…  When the economy improves, so will funding for the behemoth.

www.dinarstandard.com

As the practice of
litigation becomes more specialized and costs continue to rise, mediation is
becoming the more attractive alternative to all-or-nothing court proceedings.

What are the benefits of
mediation?

• It is more cost effective than complicated litigation.
• Unlike a trial, mediation proceedings are not a matter
  of public record, and therefore the mediation process allows more privacy
  than a trial.
• Mediation may be more appropriate for cases that
  involve family members and personal issues.
• In the court room, there usually can only be one
  winner.
• An outsider decides your case at trial. In mediation,
  the parties participate in deciding their own fates.
• The mediator, by definition, is a neutral third party,
  and will not pick sides. Neutrality is promoted by splitting costs between
  the parties. However, the parties are free to make other payment
  arrangements.
• If the case is not resolved in mediation, the mediation
  has no effect (negative or positive) on the case.
• In complicated cases, parts of the case may be more
  easily resolved in mediation before litigation begins.
• With few exceptions, such as reports of child or elder
  abuse that arise during mediation, the mediator maintains confidentiality
  of the parties.

Several other benefits
may exist with mediation that do not exist in trial or in arbitration. Consult
your attorney to determine whether your case is appropriate for mediation. Visit McNichol Law Office (www.McNicholLawOffice.com) for more information and to see if we can help with your case.

The problem with Egypt’s economy, rather, one of the problems with Egypt’s economy, has been its bloated bureaucracy. Chock full of bureaucrats who are underpaid, underworked, and disrespected, this bureaucracy has been a harmful product of the Mubarak regime.   The theory in its making was, if Mubarak paid millions of people too little to make a living, these people would both be dependent on the government, and would be too busy trying to acquire sustenance to devote its resources to anti-government activities.

The bureaucracy’s characteristics, its structure, its essence, has guaranteed that Egypt’s number one industry has been tourism, rather than commerce, manufacturing, or services despite the fact that Egypt has a huge, well-educated population and the best cotton on the planet.

In 2005, I visited Egypt for the first time. I spent three months there, most of the time in a town called El Mahalla-El Cobra, where my husband was born and raised.   My sister-in-law planned to take about a month off work and take me to Cairo and Alexandria for various reasons, including sightseeing.  The problem was, in order to take leave, she was required to get signatures from many different bureaucrats, in different offices, in different towns. The papers on which the names were signed were no more than notebook paper, torn in half or in thirds, with a sentence and signature next to an X.

Unfortunately for my sister-in-law, she’s a very honest school teacher who doesn’t take tips, or take pay for afterschool tutoring like most other teachers.   (Another problem within the Egyptian system– teachers are bureaucrats, too). As such, she has no patience or money to pay someone in the system for a simple signature. (Teachers in modern Egyptian society are treated much like the teachers of early America. Only in the last few decades have teachers caught up to the rest of the US in salaries. Egyptian teachers, on the other hand, can make as little as $100 a month. Who can live on that?)

She must have made one bureaucrat particularly angry (by not tipping her?) because once she received a signature from one reluctant signer, she was sent back to the same bureaucrat, who sent her somewhere else. It took a month to receive all the signatures that she needed. God help her if her life had depended on it.

The bureaucracy has also helped to dissolve my husband’s family business and has landed at least one family member in jail (thankfully, not one of the torture prisons).

It has been well publicized that Egyptian law requires that foreign companies partner with Egyptians if they want to open businesses (and ostensibly is why Mubarak is so darned rich). This proves too expensive or otherwise unattractive for most companies to even bother.

I would recommend that most small business owners stay away from Egypt until the day that the government and the bureaucracy become business-friendly.  This despite the fact that I love Egyptians and even married one.

So what to do? The answer is simple, but painful. Bureaucrats around the country need to be fired. The bureaucrats that stay need to be paid more, and more needs to be expected from them. There also must be repercussions when they attempt to take baksheesh, and it should be illegal to tip a bureaucrat.

The military has cracked down on the bureaucrats who have asked for baksheesh, in an emergency measure that is meant to protect the common citizens of Egypt. Price gouging has become an arrestable offense. Egyptians subsequently started complaining about low wages, and are currently on a sort of strike.  They don’t want to work, and they don’t want to service tourists who come into the country. Apparently however, they must in order to stimulate the economy. This is ironic considering that foreign tourists are generally very generous.

(Mubarak put a terrible hurting on the economy when he cut off the Internet and allowed the revolution to continue for as long as it did.)

Firing and fixing the bureaucracy will be painful for many. However, by changing laws to invite more money into Egypt, by stimulating new business in Egypt, and by making attractive new jobs available for Egyptians, the country can come out on top.

In a court setting or in an arbitration proceeding, there almost always can be only one winner.  In mediation, on the other hand, the parties have more control over their dispute, and they may choose who wins what and what concessions are made by whom.  Finally, mediation affords the participants privacy that a trial cannot. 

 Unlike arbitration, mediation does not bar the participants from access to a trial.  A mediation that does not resolve all the issues in a conflict may nevertheless be considered successful if some of the issues do not have to be litigated because they were determined in mediation.

 Mediation may cost less than a trial, depending on the circumstances of a case.  Because a mediator is a neutral party, the general rule concerning payment is that parties split the costs of mediation evenly.  Parties may, however, agree to allocate the costs in a different manner.

Attorneys may be wary of mediation because of the emphasis on party participation.  In a family dispute, for example, the mediator may suggest that the parties, rather than their lawyers, discuss the personal issues involved in the case.  An attorney will be wary of advising the client to do so.

 The mediator, obviously, would not suggest that a plaintiff dealing with an insurance company negotiate a settlement instead of his attorney.  However, if business transactions conducted by family members or long-time friends were the subject of a dispute, the mediator might try to steer the conversation away from the attorneys and towards the parties.

 That said, mediation may be an attractive alternative to court proceedings in a case, like here, the parties have been friends prior to becoming business partners.  The North Carolina Dispute Resolution Commission has helpful information regarding mediation and a search engine for finding a State-certified qualified mediator.^[1] 

http://www.gruntledemployees.com/gruntled_employees/2009/02/how-to-lose-a-noncompete-case.html

The fact is, non-competes are not always enforceable, and if they are, they are limited by necessity and scope.  What this means is that when an employee has left the employer, the (ex)employer cannot enforce a non-compete against the (ex)employee unless

1. there is a business necessity,  
2. the length of the non-compete period is not unnecessarily long,
3. the area where the non-compete is effective is not unnecessarily large, 
4. What the ex-employee can’t do is not unnecessarily restrictive.

Why would a court not enforce a non-compete, or at least limit it?  After all, it’s signed by the employee, right?  The answer to that lies with the fact that a person’s got to make a living.   Is it right to prevent her from making money doing what she does, when she is no longer being paid by the employer?  Effectively, the consideration for the arrangement, ie, the weekly paycheck, stops after the employment period.

Should an ex-employee be on welfare because of a non-compete agreement?  Probably not.