Sunday, November 3, 2013

Northern Spy Rocks (so does my Mom)

Here's Cover tweeting the short piece


My friends at Cover posted a restaurant review I authored about Northern Spy.  Cover (also known as Pay With Cover) is a terrific app that lets diner pay for dinner seamlessly via their phone (no waiting for a bill, no messy credit card transaction at meal time).  Disclosure: I'm so impressed with these folks that I invested in the company.

Cover edited my restaurant review for size.  In doing so -- and their edits are totally appropriate -- we lost a little of the character of both my mom and Northern Spy.  Here then is the unedited version (so mom doesn't get offended).  Oh, and my mom is pretty badass! And so is Northern Spy...

Northern Spy
My mother isn't my culinary guiding light.  In fact, I'm not sure what convinced me to follow her recommendation to Northern Spy.  She was equally incredulous when I told her we'd taken her recommendation.  That was 20+ visits ago.  

Ingredients are seasonal and their provenance from local farms is often referenced on the sheet of paper that constitutes each day's menu.  While this is not a "vegetarian" restaurant, the smoked carrots are so mouthwateringly fantastic that they've convinced me that vegetarians will dine like royalty here.  The kale salad, replete with pig meat is, however, another wonderful way to eat your veggies here.  I love the lamb-multiple preparations of it provide different experiences and the rich flavors of the confit must include cinnamon...there's a sweetness that recalls Moroccan food. 

Service couldn't be friendlier and the atmosphere is casual.  So much so, that you're almost surprised by how professional and efficient the staff is - relaxed excellence.  

At some point, my mom, with pride that she had finally led me to culinary gold told the staff that I was her son ("my son is the bald guy who brings his own wine"). On my next visit, our server told us "hey, I met your mom...really nice lady...uses the f*bomb a lot"

Please tell them my mom sent you - you know how to describe her, right? Oh, and pay with Cover!

Thursday, April 11, 2013

Betsy's Favorite Paris iPhone Apps

My wife Betsy is a much more sophisticated iPhone user than I am, admittedly that bar is low.  A friend  just asked her for the best iPhone apps Betsy has found for Paris (did I mention that we love Paris?).  Betsy rapidly fired off this reply (which is premised upon her friend staying in an apartment with wifi) -- please do add to this list if Betsy has missed anything important!

Dear ____:
Here are some apps to check out.  Keep in mind that your cell phone bills will be super high if you don't access these via the apartment's WIFI.

A final note:  DON'T take your iPhone out on the metro or in a crowded tourist area to check out too much without being well aware of your surroundings…  some iPhone swipings reported there, especially in the very touristy spots like the Eiffel Tower or Notre Dame.  ALSO, there's a very common scam on a lot of the pedestrian bridges that cross the Seine.  Someone drops a "gold" ring and then asks you if it was yours.  They get very insistent.  Then they offer to sell it to you for a "good" price (or a colleague picks your pocket during the conversation).  Keep walking - don't engage!  In general, Paris is VERY safe, much safer than most American cities, but there are pickpockets.


Here are some great apps:
  • Food Lovers Guide to Paris (probably my favorite) - by the famed food writer Patricia Wells (we think she lives in the 7th)
  • Time Out Paris
  • Paris Pastry, David Lebovitz's app, which directs you to his favorite bakeries, chocolatiers, ice cream shops, etc.
  • Louvre and Orsay museum apps
  • Velib, the Paris public bike system, which is awesome; the app tells you where to find a bike, how many bikes are available at any particular station, and how many slots are available when it’s time to return it.
  • mPassport, an app that helps you find a french doctor/dentist and make an appointment.  Also helps you translate such tricky medical phrases as "he cannot move his penis" (LOL)
  • Larousse French-English dictionary, as well as Google translate
  • there is an app called Whizzer that is an awesome idea; unfortunately it's a little short on execution.  It tells you where you can take a pee in Paris, but I've heard it's not too accurate.  You should be forewarned that if you want to use a cafe's restroom you must order a drink beforehand, or you will get screamed at.  And I am not kidding. [Ed's note: one of our children, when very young, darkened a few walls in Paris...I won't mention any names and I am sorry]
  • RATP (if you actually plan to take these modes of transport, spring for the paid version, not the lite one) - this is for the bus, metro, and light rail system - find maps, but also create a journey, find out when the next bus is coming, learn what stations are near you, which stations are under renovation, get traffic information (including strikes and demonstrations), and read timetables.
  • Yelp works just fine in Paris if you like it in the states.... 
  • Paris M&M app (free) – gives all of the latest information about the Paris museums and the current exhibitions, times, entrance fees, etc.
  • Patrimap (free) locates where you are and tells you what famous buildings or sights are in the vicinity. It’s really helpful when a visitor asks, “So, what’s that building” and you don’t know the answer.
  • “Paris Movie Walks” by My Tours offers four guided walking tours through the heart Paris that take you past sites where famous movie scenes were shot. “Bourne Identity,” “Charade”, “Amalie,” “The DaVinci Code” are just a few of them.

Sunday, November 4, 2012

Grover vs.Grover: Sandy, Norquist & Why we Blue States Are Saying 'See Ya!'

In the gloomy aftermath of Sandy and the toll it has taken on NY & NJ, it is frustrating to think of the followers of Grover Glenn Norquist who want to severely shrink the ability of our government to provide services like those at work right now from FEMA and state and local first responders.  These services are essential for providing food and medical care to Sandy victims.  Private help is useful but cannot fill the void if governmental support were materially diminished.  For those not quite familiar with Mr. Norquist, he's had an incredible impact on American politics and government.  
Grover Glenn Norquist is an American lobbyist, conservative activist, and founder and president of Americans for Tax Reform.  He began his political career volunteering for Nixon (remember how much we liked Nixon?) in 1968 and was among the co-authors (working closely with Newt Gingrich) of the 1994 Contract with America (we Democrats called it the "Contract on America").  Norquist also has close ties with disgraced lobbyist Jack Abramoff who did so nicely with native Americans and casinos.  While Norquist was mentioned in Abramoff's memoirs and  in Senate testimony pertaining to the 3 felony criminal counts to which Abramoff plead guilty, Norquist has not been found to have done anything wrong (to my knowledge).  Norquist is also active in the Tea Party and, most famously, according to wikipedia, Norquist "is known as the promoter of the "Taxpayer Protection Pledge", which was signed by 95% of all Republican Congressmen and all but one of the 2012 Republican presidential candidates, to oppose increases in marginal income tax rates for individuals and businesses, as well as net reductions or eliminations of deductions and credits without a matching reduced tax rate."  

So what's my reaction to the capture of our political system by the Red States and the political ideology championed by Norquist (can we really have 95% of one party's officials have signed that pledge...written by a Tea Party loyalist)? Well, in the words Paddy Chayefsky (screen writing genius) wrote in Sidney Lumet's brilliant film, Network: "I'm as mad as hell, and I'm not going to take this anymore!" So with this, I've plagiarized (it's okay as long as I admit that, right?) an attempt at secession ...and while I didn't write the below, I kind of wish I had...because when it comes right down it to it, I'd rather fund the cute furry Grover from Sesame Street than the other Grover who wants to zero fund PBS (yes, that's right it is Grover vs. Grover (and Big Bird...nobody ever should have messed with that bird!)).

Subject: Enough already!
Dear Red States:

We're ticked off at your Neanderthal attitudes and politics and we've decided we're leaving: "Legitimate rape" and the opposition to Marital Equality were reason enough!

We in New York and New Jersey intend to form our own country and we're taking the other Blue States with us.

In case you aren't aware that includes California, Hawaii, Oregon, Washington, Minnesota, Wisconsin, Michigan, Illinois and the rest of the Northeast.

We believe this split will be beneficial to the nation and especially to the
people of the new country of The Enlightened States of America (E.S.A).

To sum up briefly:

You get Texas, Oklahoma and all the slave states.
We get stem cell research and the best beaches.
We get Andrew Cuomo and my law school professor Elizabeth Warren. You get Bobby Jindal, Todd Akin and Richard Mourdock.
We get the Statue of Liberty. You get OpryLand.

We get Intel, Microsoft, Bloomberg, Google, Twitter, and Facebook. You get WorldCom and Enron.

We get 85 percent of America's venture capital and entrepreneurs.

We get two-thirds of the tax revenue. You get to make the red states pay their fair share.

Since our aggregate divorce rate is 22% lower than the Christian Coalition's we get a bunch of happy families. You get a bunch of single moms (hey, we like single moms...heck, we have a binder just full of 'em).

Please be aware that the E.S.A. will be pro choice and will provide full rights for the LGBT community.  You get the ability to carry concealed automatic weapons, like those so effectively deployed in high school and movie theater shootings throughout our nation.

We wish you success in Afghanistan, and possibly Iran as well, but we're not willing to spend our resources in these sorts of pursuits.

With the Blue States in hand we will have firm control of 80% of the
country's fresh water, more than 90% of the pineapple and lettuce, 92% of
the nation's fresh fruit, 95% of America's quality wines (we trust that you will enjoy serving French wines at state dinners) 90% of all cheese, 90 percent of the high tech industry, most of the US low sulfur coal, all living redwoods, sequoias and condors, all the Ivy and Seven Sister schools including Harvard, Yale, Stanford, Cal Tech and MIT. 

With the Red States you will have to cope with 88% of all obese Americans and their projected health care costs, 92% of all US mosquitoes, nearly 100% of the tornadoes, 90% of the hurricanes, virtually 100% of all televangelists and Rush Limbaugh (see above for the disastrous strong winds).

We get Hollywood, Napa Valley and Yosemite, thank you.

We get Bruce Springsteen you get Lynyrd Skynyrd (FYI -- Lynyrd Skynyrd changed their mind and want to fly the Confederate Flag at concerts again).

38% of those in the Red states believe Jonah was actually swallowed by a 
whale, 62% believe life is sacred unless we're discussing the death penaltyor gun laws, 44% say that evolution is only a theory, 53% that Saddam was involved in 9/11 and 61% of you crazy bastards believe you are people with higher morals than we lefties.

We're taking the good weed too. You can have that crap they grow in Mexico. 

Citizens of the Enlightened States of America
people of the new country of The Enlightened States of America (E.S.A).

Sent from my iPad (and typed while on an espresso-induced buzz)
P.S. Looks like we get all the good pizza too!

Sunday, September 2, 2012

I Sure As Heck Didn't Build It! (With some thanks to Helen & Al Kauffman, Jeannie, my folks and the US government)

Warning: This post isn't well researched (frankly, it isn't researched at all) and it isn't particularly well thought out.  Judging from much of the political discourse I've seen recently, that hardly matters.   In contrast to much of what I've seen, on both sides of the aisle, the author (me, in this case) genuinely believes what he is saying to be factually accurate.

I recently listened to a really compelling installment of NPR's wonderful show, This American Life (March 2, 2012).  In that podcast, they focused on some changes in Trenton and Newark, NJ as well as in the Midwest as a result of decreased government spending.  That got me thinking.

Shortly after that, my mom stayed at our home and discussed with my adolescent kids the sacrifices she and my dad made when it was time for me to go to college and earlier in my life.  I greatly appreciate the huge stretching my family did to provide those opportunities.  That's when it crystallized and I decided to write this down.

It is very clear to me that whatever I have today in terms of education and professional achievements, I wouldn't have accessed without the help of a seemingly innumerable set of government programs, luck and the kindness of people who, at the time, were strangers.  I'm not saying that what I've achieved is so great or that financial stability is success.  That said, because I grew up in a multigenerational row home which my parents shared with my aunt and grandmother (the latter two shared a bedroom), owning my own home complete with white picket fence and rooms for my 2 healthy kids is something I had wanted for a very long time.  I am delighted and appreciative that my wife and I were able to get there, but we certainly didn't get there alone. Here's just a little background.

My parents both went to college for free at Brooklyn College and my father, who grew up dirt poor (my mom grew up poor, but he was poorer), received medical help periodically throughout his life from the Veterans Administration and their various services.  I'm not saying it was the best care, but it was there for him and he couldn't afford more, especially after his military service and before he completed college.  Neither of them viewed the free college tuition as a handout, both worked during the day and went to school at night, which is where they met.  My father-in-law, who also grew up poor, went to NYU on the GI Bill after fighting in WWII.  Incidentally, my wife and I met when we were 18, right after she spent a year studying in Germany on a scholarship funded by the United States State Department and the German Bundestag (a post-war program designed to increase understanding between our nations).

All 4 of my grandparents were born overseas so I'm pretty appreciative that our immigration policy at the time let them all in...especially because they arrived jobless.  Certainly, none of them did particularly well financially so they were probably a drain on the government in a number of ways, especially my mom's family (she is one of 6 kids).  My father grew up with English as his second language. He learned English for free, in school, thanks to compulsory (and free) elementary education.

I was fortunate enough to get into a magnet program at a public high school in Brooklyn.  It was several miles from home but because we didn't have much money, I received a subsidy to take a municipal bus (or two) to and from school in High School.  I doubt that I'd have gone to the college I attended had I not had my perspective materially altered by attending that magnet program (so thank you Midwood High School).

We couldn't afford college but a combination of government loans, scholarships and, of course, tuition and other payments from my parents, covered the bills.  A work study program enabled me to work for all 4 years of college, during school.  Sometimes I worked 35 hours a week and my jobs did include cleaning toilets in an office building in Philadelphia (I didn't last long at that one, but I received more compensation per hour for that than for working on campus).

When it was time for law school, I took out more government subsidized loans and the student loans I had previously obtained were deferred until I finished school.  The mountain of debt I had amassed did very much inform my decision to go straight to law school because the thought of repaying what I had borrowed on whatever job I expected to get with a degree in Sociology & Anthropology was a bit daunting.  So when my college friends asked if I wanted to join them on an exotic trip after graduation, I declined and worked instead.  Not complaining and not bragging, just noting that these things informed my decisions but they also showed me a world I wanted to enter where kids could take those kinds of trips.

My first summer of law school at U of Penn, I received a grant to work for a Public Interest Law Group where I had been working during the school year.  This was consistent with my work the prior summer when I had been a camp counselor at an overnight camp for persons with retardation and those who had been labeled mentally ill.  At the camp, we received and dined on government subsidized food and while I never thought to ask where our funding had come from, I'm confident that there were government funds involved...this was not a luxurious camp.  For my time at the public interest job, our work helping people with developmental disabilities was funded by a series of government grants and while I remember my bosses applying for grants, I certainly don't remember them having to cozy up to private donors; ever.

I have nothing against soliciting funds from private donors (though I like the idea of a public interest law project not having to worry about which corporate interests it angers).  Quite the opposite.  In fact that's soliciting private donors has been the cornerstone of the HAPI Foundation -- -- , the charity my wife and I founded with some friends (and which I have chaired for more than a decade).  Through the HAPI Foundation, we raised and gave grants of several million bucks to dozens of worthy organizations.  Fortunately, the government enabled our friends to get a deduction for those donations and many of the wonderful organizations we've supported were government-run or government-funded groups (though certainly not all of them were).  One of those that is government funded, YCS, has become very special to our family because not only has the HAPI Foundation consistently funded YCS, but the interactions my kids have had with the people at YCS and the children served by YCS has greatly influenced my kids.

The point is that the public sector and the private sector must BOTH be involved in helping.  For instance, my older sister was born with severe disabilities (which is part of why helping special populations has always been important to me) and her life was saved by experimental surgery in the Philadelphia suburbs just over 100 miles from where we lived in Brooklyn.  My parents needed to be at her bedside when she was undergoing treatment (surgery, various procedures and post-surgical check ups) there and the good people who were geographically proximate to the hospital had volunteered to let families of kids like my sister stay at their homes when the families couldn't afford hotels.  We couldn't afford hotels and we stayed with volunteers.  In fact, we stayed so frequently, that it wasn't until I was older that I learned that Aunt Helen and Uncle Al Kauffman weren't related to us but were merely volunteers who took a young family with a very sick kid into their homes, repeatedly.  I have never forgotten that kindness nor have I forgotten that they always made us feel like welcome guests.  My eyes well up right now thinking about it.  I loved the muti-colored digital clock they had in the room I slept.  I still have vivid memories of being there as a pre-kindergartener.  Some of the grants I have pushed for and made through the HAPI Foundation are, in fact, directly as a result of that kindness and my desire to pay it back.  Being wiped out by a flood themselves didn't stop Helen and Al from helping us as soon as their house was reassembled.  Thank goodness for government emergency help for flood victims and others.  Again, I'm not saying FEMA and related services are perfect, but I'd hate to eliminate those services.

We also have a family member named Jeannie who further embodies that spirit in the private sector.  When Jeannie was a teenager she responded to an ad my parents placed looking for volunteers to help with my sister's physical therapy.  Jeannie's family also didn't have a ton of money but she wanted some experience because she planned to go to medical school.  She worked tirelessly with my family for years, while in school and even while getting a medical degree from Columbia University.  Now, more than 45 years later, she's a professor at Georgetown Medical School and is an amazing person who works tirelessly for a number of really important causes, including her professional focus on cancers affecting older women.  We're still close and I've never really been able to explain to people how she's part of our family, but she is very much a part of our family and always will be.  In fact, when I started teaching at Columbia University's Business School I was particularly pleased because it had been her alma mater.  I can't even express how much I look up to Jeannie.

My point is simply that we need both -- government programs and people like Helen, Al and, of course, Jeannie, who just step up and do the right thing over and over again.  I sure wish some of our politicians would take a look at Jeannie's life and the impact she's had on our family.  She's just down the block over at Georgetown...and she frequently seeks government grants for her research and work.  Thank goodness the government funding is there for her and for all of us.  Incidentally, I didn't tell her I was writing this and she had no idea I'd be talking about her.

So thanks for not cutting all the funding and shrinking away all the government just yet.

Pass it on.
PS This week we adopted a kitten from a shelter.  He was the runt of the litter and kind of stupid looking, in an adorable way.  His care and the rescue of other similarly situated kittens are thanks to the county (and the donations that families like ours have made when we adopt those kitties).  His care is, of course, given by human beings but we sure did notice that the woman who had been in charge of him was wearing a shirt that said Morris County Animal Control when we picked up this adorable little guy.

Tuesday, August 28, 2012

Pause Points for Diligence in Venture Deals

Last night Mark Suster wrote a thoughtful post on How Much Information Should You Give VCs During Diligence and, jet-lagged, I read it this morning and posted a comment.  As I thought more about it and realized I was about to commence both a new semester teaching Venture Capital and Angel Investing to MBA Candidates at Columbia University's Business School (my 7th year teaching this with my partner Dave Haber at Lowenstein Sandler) and a new vintage of, with its  15 or so teams of founders, it might make sense to spell out my thoughts on the topic here.

Here then are my Pause Points For Diligence in VC Deals -- points in time at which the founders need to consider whether, how and to whom to disclose.  I think Mark did a fine job of talking about what to disclose during the initial getting to know phase, though I think it is fine to talk to more VCs and to simply get to know them and update them on your business. I'd set expectations about that being the purpose of a meeting before you arrive at the meeting, but building your network of investor relationships early is a very solid strategy.  It also happens to be very rewarding...many venture investors are really charismatic and insightful people -- they have to be, they're in the business of convincing really smart and creative people that the same amount of money from one investor is more valuable than that amount coming from another investor!

I give three pause points in the body of the article covering the time period after things have heated up with investors and before the closing but give 8 pause points at the end of the article from the start of the process (before you meet) to the closing.

Quick note: this isn't legal advice (and it isn't illegal advice) so don't sue me for it!

Years ago I had a friend and client who, sadly, perished in the twin towers on 9/11.  She taught me a number of things which still influence how I lawyer today.  One of them was "Bad news isn't wine, it does not improve with age."  That one applies here quite nicely.  Once you've passed the initial getting to know phase, there's a huge pause point (1) when your sponsor or deal champion at the fund is socializing the deal with her colleagues before the partner meeting. One good test for founders is to try to put yourself in the shoes of your sponsor at the fund and ask whether she is going to need to go back to her colleagues and say "hey, I either didn't do my homework or the founder didn't have great judgment about what and when to make disclosure but here's something we need to consider before we invest..." Investors will feel embarrassed and burned if they receive material bad news after they've greenlighted a deal. As an angel who has championed deals and brought others into a syndicate (as recently as this month), I certainly am sensitive to having egg on my face because it looks like I wasn't thorough or the founder didn't trust me enough to share potentially off-putting news. Sure, as angels we can ask the really hard questions, but we worry about giving off a bad vibe and/or impacting our own reputations ("Zimmerman, he's the creep who asks everyone if they've previously declared bankruptcy..." No thanks!). My view, as an angel, is that the founder should be forthcoming about negative info rather than waiting for me to ferret it out. How would you feel as a founder if, as an angel about to make a small investment and bring in a bunch of my friends, I asked you whether you had declared bankruptcy or been convicted of a crime? I think that burden should fall on the person with that in his or her past. Of course that is something the lawyers will need to tackle in legal diligence, which comes after there's a signed a term sheet but I'd argue that is way too late to first be learning about those two types of disclosure.
There's another pause point (2) before you sign the term sheet and again (3) before the company sends the investors the first draft of the disclosure schedules. The disclosure schedules get attached to the purchase agreement and modify the representations and warranties in the purchase agreement. For instance, "there's no litigation except the matters listed on schedule 3.7." If there's anything embarrassing (criminal, bankruptcy, resume inaccuracies) those usually get disclosed before the schedules go out either in a call or face to face - you don't really want your investor to read about the fact that you went bankrupt, tell her in real time (preferably shortly before she brings it to the partnership for issuing the term sheet, but that may be an over generalization of complex facts). The diligence process is an important prelude to setting the tone for a relationship in which bad news will inevitably get shared (even at great companies), usually in both directions (investors do, sometimes, have disappointing news to deliver to their management teams). Set the tone for honesty and openness early in the relationship. This also holds true for personal things (a dissolving marriage could, for instance, impact your whereabouts during the day and your focus at work; it could also impact stock ownership, and it has).  There are plenty of things that may not have any legal impact but that your investor should probably know about before funding because it might just feel awkward if they learned about it later.  Again, this is relationship/trust building as much as it is legal considerations. For instance, I'd expect a severe illness in the family to have an impact and it is something that a founder might consider disclosing at some point before the closing even though it may not be relevant disclosure from a legal perspective. Of course if you, as a C level executive, have had 3 prior heart attacks and are about to take the helm of a company into which investors investors have poured millions and you falsify your pre-employment questionnaire (by omitting to reference your heart attack), do expect that to bite you in the ass...and hard! (I mention this one because in putting miles on my odometer, I've had this actually happen...he had a heart attack during the first week in the new role!).
It is important to know that you will be held to the standard of having needed to disclose anything a reasonably prudent investor should have known before she made the investment decision. This standard requires foresight and judgment, the kind of judgment that only comes from having considered these decisions and then lived with the results...for years and years. If you're uncertain but think that disclosure might be necessary, run it by someone who has put a ton of miles on the odometer in these types of deals, there's no substitute for experience in terms of whether, how and when to make the disclosure.
As Mark's post indicates, people don't forget it when you've breached propriety in diligence, whether it was contacting people when you were asked not to do so or whether you shaded something the wrong way or exercised poor judgment about what and when to disclose. As a lawyer representing numerous venture funds, I've certainly spent time with clients noodling through whether I thought the founder who had messed up the timing, tone or decision to disclose was simply inexperienced and getting bad guidance or was not forthcoming. The first of those two categories can be a problem and requires fixing and the second can be worse. I've also spent way more time counseling founders on whether, how and when to disclose. It is important to note that lawyers shouldn't just have a knee-jerk reaction saying "disclose everything." I'm not suggesting that you hide pending lawsuits or felony convictions, but I'm not sure, for instance, that it is a good use of time and paper to disclose speeding tickets...that you paid.  On the other hand, having been fired for cause may end up in that middle category where the reasons and timing may well be important.  I mention that because I have been fired for cause...more than once (though not since law school).
While the odds of a bad outcome (the thing to be disclosed may never come to fruition) may be low, the odds of the investor finding out either not from the founder or after the closing can turn an honest mistake into a failure to properly respect a relationship. These can be pretty subtle judgment calls more susceptible to being talked through than to a 5 Simple Rules approach.

So now that I've said I can't give you 5 simple rules, I can give you a handful of pause points when you need to strongly consider whether to make additional disclosures -- and it is a bad idea to be forgetful when trying to figure out if there is something important to consider, which is why overly inclusive diligence lists that ask whether you've been arrested or gone bankrupt are important and helpful:

1. When introducing your business by email, especially through a middle person (friend of a friend) or cold

2. At first meeting -- if you aren't shopping/pitching, manage expectations about that and figure out in advance what you want disclosed

3. Before investors do a deep dive to figure out whether this is something they might want to fund

4. When your internal champion/sponsor at a fund or in an angel group is about to socialize your business with her colleagues/friends before greenlighting a term sheet or investment

5. Before signing that term sheet

6. Before sending the first raft of diligence materials -- call or do a face to face if there's anything icky or sticky to disclose

7.  Before sending the first draft of the disclosure schedules -- I hate seeing something that the founders knew about and just didn't want to disclose when I get a blacklined second or third draft of the schedules.  The junior lawyers and junior people at the fund will always read the blacklines and the senior folks often do as well.  Adding something negative that just arose is okay (of course, it may be so negative that it impacts the deal, but at least you won't look like a liar...unless it is a perjury conviction in which case, there's not much I can do to help you!), but a late addition of something material that was clearly known about previously is worth noting and not in a good way.  I'd want to understand why it had not been disclosed sooner so be ready to explain.

8. Before closing.  This is why lawyers for the company often do a "knowledge group call" with the management team members in the so-called "Knowledge Group" to go through the reps and warranties.  These calls aren't always done and in a cost-cutting/cost-conscious environment, people in seed and venture deals often omit them.  I'm a fan of doing them, especially in M&A and larger venture deals.

Hope that helps.  Please share your experiences and pose your questions!  Thanks.

Sunday, August 26, 2012

Ain't Nobody's Business...Not Exactly Bessie!

While some credit the song to Billie Holiday, "Ain't Nobody's Business" was apparently written by Bessie Smith's accompanist, pianist, Porter Grainger and Everett Robbins.  I've loved this classic blues song from the 20s for many years. I've listened to the lyrics repeatedly, as I have with many Bessie Smith songs.  So why is it that today, while I was washing dishes (using barkeeper's friend on stainless pots actually...which I really hate doing), that I heard something I'd overlooked on all prior listens? Here's what Bessie sings on Queen of the Blues Volume 1 (as transcribed by me so probably inaccurately transcribed):

There ain't nothing I can do
Or nothing I can say
That's folks don't criticize me

But I'm going to do just as I want to anyway
And don't care if they all despise me
If I should take a notion to jump in to the ocean t'ain't nobody's business if I

If I go to church on Sunday
Then just shimmy down on Monday
t'ain't nobody's business if I do, if I do

If my friend ain't got no money and I say take all mine honey
t'ain't nobody's business if I do, if I do

If I give him my last nickel and he leaves me in a pickle
t'ain't nobody's business if I do, if I do

If I'd rather my man would hit me than to jump right up and quit me
t'ain't nobody's business if I do, if I do

I swear I won't call no copper if I'm beat up by my papa
t'ain't nobody's business if I do, if I do

[Incidentally, she seems to be saying "in" and then "to" the ocean, rather than "into" and I'm not sure I'm right about "despise" but I couldn't figure out what else it could be -- "defile"?]

This song has been recorded and performed by so many great artists (some versions predate Bessie's) and, in various instances, the lyrics changed.  In some instance, the lyric alterations resulted in omitting references to domestic violence.

One of the things I've always loved about Bessie is the personality that shines through in her vocals; a personality which paints her as a force to be reckoned with.  For instance, on Gimme a Pigfoot (which I love), she ends up somewhere between a growl and a roar.  On first hearing, it wouldn't be wrong to actually jump when she roars about the paino player bringing her down.  Vulnerable on many of her songs, sure, but welcoming abuse (in a song written by men from a woman's perspective)?

Maybe I've been thinking more about this since hearing Terry Gross' fabulous interview with Carole King and spending a bunch of time with my family listening to Tapestry (which I'm embarrassed to say I didn't own until this year) and Carole King's Legendary Demos disc (which may be better than Tapestry and is certainly more impressive a display of raw talent).  In the interview, Terry asks her about one of the seemingly innumerable hits she wrote for other artists, "He Hit Me & It Felt Like a Kiss," which she penned with her former husband, Gerry Goffin (he was the lyricist and she wrote the music).  Here are the remarkably troubling lyrics, but before I share them, what is so noteworthy is that in King's autobiography (which I've not read) she revealed that she was in a physically abusive relationship (years after writing that song and the songs comprising Tapestry and not with Goffin).  During the Terry Gross interview on Fresh Air, she said that she really regrets having had a part in writing that song, especially as a woman who later was herself physically abused.  Note the wikipedia entry for this song provides: "Goffin and King wrote the song after discovering that singer Little Eva was being regularly beaten by her boyfriend.[1] When they inquired why she tolerated such treatment, Eva replied, with complete sincerity, that her boyfriend's actions were motivated by his love for her.[1]"

"He hit me And it felt like a kiss. He hit me But it didn't hurt me. He couldn't stand to hear me say That I'd been with someone new, And when I told him I had been untrue He hit me And it felt like a kiss. He hit me And I knew he loved me. If he didn't care for me I could have never made him mad But he hit me, And I was glad. (instrumental break) Yes, he hit me And it felt like a kiss. He hit me And I knew I loved him. And then he took me in his arms With all the tenderness there is, And when he kissed me, He made me his."

I've been sharing Bessie, Carole, Etta James and others with my daughter (13) and son (11).  My kids also love Amy Winehouse who had commented that this was one of her favorite songs of all time and was a major influence (Winehouse's own musings about abuse are noteworthy and troubling).

I'm hoping that I'm right when I say that more social opprobrium would attach to work like this today than it did when these were penned in the 20s and 60s, respectively, though He Hit Me did not receive a warm welcome by any stretch.  I believe there's some real merit in discussing with the kids that King herself suffered through a physically abusive relationship while she was successful, affluent, incredibly talented and, in fact, really famous.  She suffered in silence as many do.  The fact of the matter is, however, Bessie got it wrong -- it is somebody's business and I hope that if my kids had a friend who was suffering abuse they'd find a way to help.

Wednesday, August 15, 2012

Summer Dining in Paris...Lots of Luck!

Want to eat in Paris in August or late July? Try again mon ami...the city is closed.  Okay, overstatement? Maybe.  Here's an online list of which handful of restaurants are open when:

We had a lovely dinner at Relais de Comptoir on August 14...the day before the day on which everyplace in France is closed. No reservations and a pretty long wait on a line outside the restaurant (I had to bribe/appease the kids with a crepe from the Avant le Comptoir store next door).

Enjoy and best wishes for gustatory happiness in a country that so thoroughly expects its citizens to take August off that the highways feature electronic messages, in French, wishing drivers a happy vacation!