Musings

Your Humble Blogger Expands Direction

Reprinted from our sister blog at www.reversemergerblog.com.

I am very pleased to announce that my existing law firm is changing its name and expanding its capabilities as a result of a separation with several partners who are terrific but whose practice representing investors in public companies created too many potential conflicts with the part of my practice of taking companies public and representing them thereafter.  We complete our very amicable parting effective June 1 and will remain in our current space together. Call me if you are interested in learning more! Our joint press release is below. Look forward to hearing from you!

All the best,

David

AVOIDING CONFLICTS MAIN IMPETUS

The partners of New York 21-attorney firm Feldman Weinstein & Smith announced today that a group led by partners Eric Weinstein and Joseph Smith has started a new firm called Weinstein Smith LLP, and that founder David Feldman will continue operating the existing firm, which will be renamed Feldman LLP. The two firms will continue to maintain offices in New York’s Graybar Building, and expect to continue to refer appropriate business to each other. The change will be effective on June 1, 2009.

Said founder David Feldman, “The group starting Weinstein Smith are all fabulous lawyers, and have been great to work with. However, representation of investors and placement agents in PIPE transactions by the practice group led by Joe Smith and Rob Charron created too many potential conflicts with my practice of representing companies in the process of going public and thereafter. This is an extremely amicable separation and I look forward to continuing to see them every day and working together.” In addition to securities partner Scott Miller, litigator David Birdoff, and technology and digital media specialists Dov Scherzer and Larry Langs, associates Melanie Figueroa and Charles Phillips and several others will remain with the firm. Feldman also will retain attorneys specializing in blue sky law, trusts & estates, tax matters and broker-dealer regulation. Feldman is the author of Reverse Mergers: Taking a Company Public Without an IPO (Bloomberg Press, 2006), has many years of experience handling reverse merger transactions and other alternatives to traditional initial public offerings, and is a frequent speaker on the subject. He is also active in mergers & acquisitions and private equity transactions.

Joseph Smith added, “We have enjoyed our years with this firm and wish David and his team all the best; we plan on continuing to work with them. There will be no interruption in our client service.” Also co-founding Weinstein Smith are litigators Eric Weinstein and Yong Hak Kim, Saul Finkelstein (secured financings and mergers and acquisitions), Peter Cohen (employee benefits, executive compensation, ERISA and employment law), and transactional and securities partners, Rob Charron and Mike Nertney, and associates Heather Levenson and Jennifer Hall..

The firms have arranged for their pre-existing Feldman Weinstein & Smith emails to continue to function and forward to their new addresses for some time.

For more information about Feldman LLP, please contact David Feldman at 212-931-8700 or dfeldman@feldmanllp.com. For more information about Weinstein Smith LLP, please contact Joseph Smith at 212-931-8719 or jsmith@weinsteinsmith.com or Eric Weinstein at 212-931-8701 or eweinstein@weinsteinsmith.com.

Adios Analog TV…and a Simpler Time

Another era bites the dust. When my generation was growing up, our TVs had “rabbit ears,” small antennae on top of the set. Fancier folks had a larger antenna on the roof of their house which was wired to the individual TVs in the house for better reception. We relied on the roof devices as lightning rods (what are we using now? no one knows), and of course they were the first thing to fall in a major storm. We watched all the channels, 2,4,5,7,9,11 and 13. That was it. And some lousy UHF stuff.

Most families have moved to cable or satellite TV, but many still remain on the old over-the-air free signal. As of June 12, all broadcast stations will send their signal digitally, and a converter box will be necessary for those not hooked up to cable or satellite. Apparently you will still need the antenna, but with the converter as well. Old analog sets will need even more additional equipment. So hopefully your sets are already digital if you are one of the few dinosaurs still using an antenna.

I remember we used to have a little TV we took on our boat. It got one channel, sometimes. We even used it in the back seat of the car. Which got zero channels. But snow was more interesting that being annoyed by my sister.  Now every boat has satellite TV and even some cars now have the dish.

Our TV economy has moved from a simpler time of 7 channels and over-the-air TV to 24-hour news cycles and 700 channels. We used to mail things to each other taking days. Now we instantly email, tweet, text, etc., and expect an equally instant response. In the business world that has been both a blessing and a curse. The fact that most business people now find themselves accessible on a 24/7 basis is much different from the world of, say, the great 60’s TV show “Mad Men.” No question things can be done more efficiently, and with less personpower. But occassionally, I think back to the days of my childhood lying on the grass, looking at the sky and simply wondering about things. Neither today’s kids nor today’s grownups take much of that time. Maybe we should try a little.

Madoff’s Secy Talks…a Little

Eleanor Squillari was Bernard Madoff’s personal assistant for 20 years. She has now decided to talk, and was pretty convincing on the Today show today making clear she had no clue what was going on, and only in the few weeks prior to his arrest did his behavior get somewhat erratic.

According to the AP, she believes he arranged the circumstances of his arrest and refusal to cooperate in an effort to protect others, but she did not say who the others were. Apparently she’s been working with the FBI for several months. On the day he was arrested, he spoke to her and wanted to know, in particular, whether the FBI had looked at his appointment book. Wondering what was in that thing.

She also made clear that Bernie’s wife Ruth was very sharp and took care of his personal finances. Eleanor had actually invested in Bernie’s fund but apparently took her money out back in the 1990s. Through his lawyer Ike Sorkin, Madoff did not comment on Eleanor’s statements.

Who would Bernie go to jail to protect? Presumably not his employees, so some surmise it’s family members. Only time will tell.

Are You “‘09 Well”?

I recently asked an investment banking client how he’s doing. He said, “I’m well thank you.” I said, “Well that’s better than most of us.” To which he said, “What I meant was I’m healthy.” To which I said, “So in other words you’re ‘09 well.” He laughed and said, “Exactly.”

I had one of those very minor moments yesterday where a medical test could have resulted in a problem. Luckily all is fine and nothing to worry about. As I drove to the city after the test, I laughed out loud in the car and decided I am ‘09 well. I also decided that, although we all say it, it’s really true that taking care of yourself and being healthy is pretty much the most important thing there is. So I’m determined to do even more to keep it that way in all that I do in life. My advice: you do it too.

And Then There’s Maude…

Sad news learning that actress Bea Arthur died today at age 86 from cancer. Those of us of a certain age remember the ground-breaking TV show Maude, in which she played a modern feminist ruling the roost and eliminating one after another male chauvinist pig. Maude was also the first show to tackle some very tough social issues never discussed on TV, including when she decided to have an abortion. Others remember the sweet show Golden Girls which she starred in. That was also ground-breaking in that it proved for the first time that senior citizens can be the stars of a successful TV show without losing key demographics for advertisers. Our family still enjoys the reruns. Some older than me remember her starring in great Broadway shows like Mame and Fiddler on the Roof (she is a Tony award winner). Maude spun off of the even more iconic All in the Family in which Maude originally played Edith Bunker’s cousin. They constantly battled as Archie showed his racist ignorance and Maude always exasperated and frustrated.

What does this have to do with President Obama, the legal industry, scammers and Wall Street? A little. These shows helped shine a bright light on bigotry and sexism and helped pave the way for change in America that made possible, for example, the election of our first African American President. And it was one of the small things that helped in our legal industry broaden its horizons in its hiring practices. Is Archie Bunker the throwback warehouse foreman partially responsible for some of the loss of power of our labor unions in the last few decades? Not clear. But with the American economy still mostly in the toilet, seems like everything is on the table these days. Thanks for helping shake things up Bea. Rest in peace.

Slow News Day?

Headlines on CNN.com today: “Guy coughs up rusty, 30 year old nail” (don’t ask). ”Teen knits duct-tape prom dress.” “Duo performs secret act of kindness” (they left change at a car wash). ”Judge tempted to let Madonna adopt child.” “Mrs. Obama makes fashion faux pas” (she wore a sweater to meet the Queen). Yes there are protests as NATO meets and discusses Afghanistan.  Two shootings, one in Pittsburgh and another very sad one in Binghamton, NY, North Korea about to launch a satellite and Obama strongly (sarcastic) warns there will be “consequences” (my guess is he will look to respond through the basically powerless UN). More controversial that Obama admits America has sometimes been “arrogant” in its dealings abroad. I assume there will be more talk about this when he gets home as most believe the President should not be criticized when out of the country (why is that anyway?).

Overall Obama seems to have done well in his first trip overseas. Apparently a bad cold has not stopped him, and Michelle has wowed everyone (even me – her performance at a London school for minorities was quite moving). I just hope they are careful to make sure that the place they want to put America in the world is consistent with what is in our best interests and what Americans really want. Until someone tells us otherwise, it seems appropriate for America to remain a key leader on the world scene.

Why a New Blog?

Today I am pleased that we are soft launching Crisis Post. Why a new blog? Many of you know me from the Reverse Merger & SPAC Blog (www.reversemergerblog.com), or from my contributions on entrepreneurship to Slate.com’s small business site at bizbox.slate.com. Some of you have read my book, Reverse Mergers: Taking a Company Public Without an IPO (Bloomberg Press), or maybe you are a friend, business contact, fellow Wharton School graduate or law client!

Late last year we started including commentary on the economy, Wall Street, Bernie Madoff and other scammers, the legal industry and the President on the Reverse Merger & SPAC Blog. Many of the thousands who visit that blog each month gave wonderful compliments about the information that went broader than the reverse merger and IPO alternative industry, which is a big part of my day to day law practice. Therefore, with a goal of responding to those who may not be as interested in the discrete world of reverse mergers, Crisis Post seeks to covers all these other topics (and maybe a little on reverse mergers as well). The fancy graphics are also a little nicer. We will also include prominent outside contributors including Doug Roberts of Channel Capital Research (www.channelcapitalresearch.com), who is on CNBC, Fox Business and other cable news shows on a regular basis.

The Reverse Merger & SPAC Blog will continue as always, and I hope you will all continue to visit both sites. The content there will remain focused on PIPEs, reverse mergers, self-filings, SPACs and other alternatives to traditional IPOs. This is a critical time in our industry as we hope for some regulatory relief in certain areas while also waiting for the deal world to wake up again (yes there are signs of life in that regard).

I do believe the Crisis Post will be unique. I have not found another site that covers all the topics we do. Don’t plan on getting your news here. But plan on getting our views on the news, then feel free to add comments to our thoughts! Then, maybe, at some point, we get renamed when there’s no more crisis! I’ve enjoyed blogging these past three years because I can do so in my spare time and still give my clients 100% on their matters.. Happy reading and I hope to keep it interesting…

David Feldman dfeldman@fwsllp.com

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