Forgery

What is it with all the people making stuff up? Is it just easier to create phony documents and signatures than it was twenty years ago? Maybe Dan Rather was the first victim of a wave of people creating phony stuff. If the legion of services offering to protect against identify theft could help out with forgeries, they’d really have a market. Exhibit A is a DLA Piper/Duane Morris Singapore lawyer who forged a pay stub so it looked like he was making $65,000 a month rather than $25,000, as he negotiated with a new employer. He’s facing Singapore jail time for forgery. Exhibit B is a former judge working in Southern California as a supposed mortgage rehabilitation lawyer. He forged a judge’s signature on an order to prevent a client from getting kicked out of a house. Exhibit C is a New York lawyer who forged a judge’s signature on an order so he could keep $35,000. It is the third time he has been charged with forgery. And there is more. What is it with people ginning up phony documents? The Buzz could show its age and claim that it’s a decline in public character. But we suspect it has more to do with great looking forgeries being easy to create now due to great technology. Is it technology’s fault? Of course not. Hmmm, all these guys are lawyers. Maybe that has something to do with it….

-- Paul Marotta

Fed Reverse Repos Fighting Inflation

The Fed is starting to fight inflation. One way it does that is to use repos as a way of draining liquidity off the market and halting the dollars slide. In a Fed repo, the Fed lends money to a selling bank holding Fed securities, against purchase of the securities, and the bank pays it back with interest a day later, receiving the securities back. In a reverse repo the Fed sells a security to a bank and agrees to buy it back later with interest. Reverse repos drain liquidity off the market. The buyer of a reverse repo, a bank, can use the security to enhance its balance sheet for a short term. When the security is repurchased that liquidity is gone. Many see the merit of taking liquidity out of the market. Inflation is too much cash; we already have that. But there are things to be done to keep that excess cash from turning into rising prices, a bad product of inflation. With the Fed unlikely to increase interest rates anytime soon because we are still seen by most as in an intractable recession, the Fed is left with things like reverse repos to try to curb the affects of inflation. However, markets have been scared by reverse repos, seeing any decrease in liquidity as ultimately bad for the economy. We are certainly in uncharted waters. Economists should get some new benchmarks and several theories about inflation will be tested and either confirmed or rejected by the time this economy is sorted out.
-- Paul Marotta

Sunken Galleon

Another fabled New York hedge fund investor has hit the skids, this time charged with insider trading. Billionaire founder of The Galleon Group, Raj Rajaratnam was arrested recently and charged with inside trading in such stocks as Hilton, Clearwire, Polycom, and Google. Rajaratnam was tipped off that a contact had been wearing a wire and was carrying a ticket to Switzerland for a few days later when arrested. Supposedly he made more than $20 million in profit from 2006 to 2009. His fund, Galleon, was rumored to be a pressure cooker, with long hours and highly detailed research reports. Born in Sri Lanka, Rajaratnam became a technology analyst at Needham, eventually becoming president. Several others were also arrested and their firms, including Galleon, quickly expressed shock, promised cooperation, and distanced themselves from their errant employees. There are a lot of possibilities here and we would be the last to make excuses for crooks, but we are always confounded when people worth billions risk it all for a little bit more. We had that reaction when Michael Milken supposedly inside traded for an extra hundred thou, when Drexel was paying him half a billion a year, and this seems similar. Either people are really really really greedy or the government overstates the intent of the accused and its case. We suspect maybe a bit of both.
-- Paul Marotta

F-Cubed

A rare securities class action is underway in New York, involving foreign investors who traded foreign securities on foreign markets [F3]. Plaintiffs claim that they bought shares in Vivendi, as its CEO Jean-Marie Messier was on an acquisition path, but was hiding a liquidity crises the revelation of which ultimately caused the shares to drop. The case has been around since 2002. Messier had been transforming the French water company into a media conglomerate. The class was certified, including investors from France, England, and the Netherlands. Over 30 F cubed cases were filed in the last year, against such targets as Lernout & Hauspie (Belgium), Ahold (The Netherlands), and Daimler AG (Germany). Why are we creating a litigation forum for the world? Good question. Are we trying to export legal services? Maybe. Plaintiffs still have to show a nexus between the alleged fraud and the U.S. Sometimes plaintiffs try to show accounting conduct involving a US subsidiary. Last year in a case involving National Australia Bank Ltd. the Second Circuit Appeals Court confirmed a District Court dismissal but declined to disallow all such cases saying that, “[w]e are an American court, not the world’s court, and we should not expend our resources resolving cases that do not affect Americans or involve fraud emanating from America.” Sounds good to us. The Supremes are watching.
-- Paul Marotta

Leave Craig Alone

No one knows what to make of Craig. The founder of one of the most ubiquitous web sites in the world; Craig does not want to sell to Google or eBay for billions of dollars; does not want to tweak his web site to make it pretty; does not want to maximize revenue; does not want to add myriad social networks; is not interested in driving web 2.0 or 3.0 (or wherever we are now) applications; does not want to tinker with different revenue models; and does to want to do much of anything but add cities and answer his email. He has 30 or so employees to eBay’s 16,000, and Amazon’s 20,000. Yet they drive 20 billion page views a month in what is largely a free site. Yet Craig’s revenue is guestimated at anywhere in the tens to hundreds of millions. Let’s see what is that on a revenue per employee basis. Whoa. We say leave Craig alone. We are so shocked by anyone who is not after every dollar he can squeeze out of a situation we don’t understand it. We have to question and criticize. We have no idea what motivates Craig, but we believe that Craig is, and should be, free to do whatever he wants with the business he started. Just as we are free to speculate about what he is doing, use his site, start a competitor or ignore him. One thing is for certain, Craig is unique and, as with any entrepreneur, everyone who enjoys using his site would be poorer but for what he has done. We say, “Go Craig...wherever you’re going.”
-- Paul Marotta

Corporations v. Government

The Buzz tries not to get too political, we enjoy the diversity of thought that comes with everything from communists to anarchists, but we hear more and more complaints about “corporations” and we don’t understand it. Now, we admit, we kind of like business, and kind of distrust government. And, of course, corporations come in all sizes. When people complain about “corporations” we think they mean really big ones that they don’t like. Not their friend’s 501(c)(3) or their uncle’s wholly owned consulting corporation. And, hello, “corporation” is in our name, so what’s not to love? But, what can a corporation do to you? Crummy employer? Quit. Product breaks? Don’t buy it. Making “obscene profits”? Buy their stock and share in those profits. Board is evil? Sell their stock or vote them out. So what’s the problem? After all, our standard of living was produced by the hard work of businesses, not government. Government never really produces one job unless it takes money from you to pay for that job. One could argue that some musicians or athletes make “really obscene profits” but as long as I am free to not buy their music, attend their games, or go to their concerts, what do I care what they make? Everyone but government is in the “contract“ business, they can’t make you do anything you don’t want to do; government is in the “coercion” business. Put on your bike helmet, buckle your seat belt, file this, stop here, or it’ll take your money away. We’ll take corporations any day.
-- Paul Marotta

Smoke This

San Francisco banned sales of cigarettes in drug stores. We guess this is proof that cigarettes should not be regulated by the FDA since they are apparently not drugs. Phillip Morris argued that the law violated its right to advertise its product. In an unpublished opinion the 9th circuit upheld a district court ruling that there is no censorial motive since the cigarettes can still be advertised, just not sold in drug stores. One argument made by proponents of the law was that drug stores are havens of health and tobacco is in opposition to health. That must mean that drug store candy will be targeted next. Of course, we bet the real proponents of the law were cigarette specialty stores and convenience stores. Eliminate the competition by whatever means possible, right? Another argument was that it is inconsistent to sell products to quit smoking next to cigarettes. We guess that means that Safeway will stop selling diet products soon. In any case, it’s all for your own good…...
-- Paul Marotta

Not So Inside After All

Mark Cuban is an entrepreneur who sold Broadcast.com to Yahoo for over $5 billion, and is the owner of the Dallas Mavericks. An SEC complaint against him for insider trading was recently dismissed. A company Cuban had invested in, Mamma.com, called him and told him if he would sign an NDA they had some secret stuff to tell him. He signed and they told him they were engaging in a so-called PIPES transaction (private investment in public entity; made more popular with the lessening of resale holding restrictions). Supposedly, Cuban hates PIPES transactions (they can result in so-called “death spirals”) and said, “Well, now I'm screwed. I can’t sell,” but then sold his 6% stake, avoiding $750,000 in losses. The SEC’s complaint relied on the misappropriation theory of insider trading, that due to some special relationship, typically a fiduciary one, a non-corporate-insider could not trade on confidential information. But it wasn’t clear Cuban could not trade; it was only clear that he would not disclose the information. Therefore the SEC’s complaint was dismissed. We’ve always included in NDA’s used for Reg. FD and insider purposes an acknowledgement that the recipient would not trade on the information received.
-- Paul Marotta

Is it a Rye-p-Off?

Catcher in the Rye author J.D. Salinger was not amused by the tribute piece by “J.D. California” entitled “60 Years Later: Coming Through the Rye.” Salinger attacked and quickly won. The case begs questions about so-called “fan fiction;” works by fans using characters from popular works. Until now, the Buzz doesn't know of any so-called fan fiction that anyone attempted to publish. Typically such fan fiction is shared for non-economic reasons, out of love for the original, and usefully promoting and advertising the original. Author “California” said that, “just like [in] the first novel, [Caulfield] leaves, but this time he’s not at a prep school, he’s at a retirement home in upstate New York....It’s pretty much like the first book in that he roams round the city, inside himself and his past.” Salinger argued that the sequel was not a parody and did not comment upon or criticize the original,” and was therefore illegal copyright infringement. Of course, there are fair use infringement exceptions for use in critiques and discussion that does not involve true commercial use. And “copying” for copyright infringement does not have to involve broad paragraphs of exactly duplicated text; it can be present where the copying is more subtle and involves copying of characters. Write away, but don’t try to sell your update of Luke Skywalker’s latest exploits.
-- Paul Marotta

Supremes to Examine Business Methods Patents

Recently the U.S. Supreme Court agreed to examine business methods patents. Business methods patents protect ways of doing business, typically in a string of actions that can be said to have been invented by a business. Priceline’s name-your-own-price process is one example of a business method exclusively claimed under a patent. The U.S. Court of Appeals for the Federal Circuit, the principal national arbiter of patent cases narrowed business method patents in Bilski v. Doll. In 1997 plaintiff Bernard Bilski sought a patent for a method of predicting and hedging risk in commodities trading. The Federal Circuit rejected the claim because the inventor did not show that the method was tied to some mechanistic process. This was different from earlier precedents that had led to more patents for such intangible business methods. In the months since Bilski, more business methods patent have been rejected by the PTO. Retired Judge David Souter was seen to question broad patent protection while nominee Sonia Sotomayor worked protecting intellectual property while in private practice, leading some to believe that her confirmation would be a plus for business method patent applicants.
-- Paul Marotta

Be Careful With Legal Self Help

Self-help sounds like a good idea, and may be in many pursuits, but in legal matters it can be a terrible idea. And in a bad economy it is a common practice as payment cycles get longer and companies are focused on cash flow. We have seen a rise in self help efforts, almost all of them fraught with unnecessary risk. Many of these risks are related to doing things that you think will put pressure on your debtor, but which really can expose you to liability. For example, a former employee of a company told the company that unless they paid him the amount demanded, he would post their source code on the Internet: The former employee ended up being arrested for extortion. Another former employee went into his former employer’s website and messed with customer data: He was arrested for federal computer crimes. You might try to scuttle a sale that you were working on while still employed: And get sued for “interference with prospective business advantage.” The right kind of self help? Help yourself to a lawsuit against your debtor if you have to. Once litigation had been filed, an immunity arises to things like slander, extortion, and interference with prospective business advantage, while prosecuting your lawsuit.
-- Paul Marotta

Scofflaw?

We have been following a fight between UBS and the IRS. The IRS wants the names of UBS accountholders who are not paying their US taxes and UBS is asserting Swiss law making it criminally illegal to give up those names. The Internal Revenue Service sued UBS to try and force the bank to turn over information about 52,000 account holders the agency says have $14.8 billion in assets and are using Swiss bank secrecy to illegally evade paying US taxes. We guess that this current era of non-hegemony ends at the pocket book. UBS asked that a Miami federal judge deny the IRS petition. The Swiss government weighed in that the IRS case might threaten an intended Swiss-US tax treaty being negotiated: “There can be no question that the Swiss interest in enforcement of its financial privacy laws is strong and legitimate...In contrast to some other countries’ financial privacy laws, the laws of Switzerland impose criminal, as opposed to merely civil, liability on those responsible for violations.” UBS quoted from the US Supreme Court case M/S Bremen v. Zapata Off-Shore Corp. 407 U.S. 1, 9 (1072) that, “[w]e cannot trade and commerce in world markets...exclusively on our terms, governed by our laws, and resolved in our courts.” Sounds good to us IRS.
-- Paul Marotta

One Man’s Poison...

Poison Pills have been structured and adopted for 25 years now to shun uninvited bidders. They typically use mass dilution as a deterrent when acquisitions cross a threshold such as ten or twenty percent of a company’s issued and outstanding stock without board approval. For example, when the uninvited bidder buys in excess of ten percent of the target’s stock, then investors who owned before the bidder, can buy more shares at a deep discount. This dilutes the bidder and makes the transaction more expensive. Potential bidders were usually extremely careful not to trigger such a poison pill. A newer flavor of poison pill lowered the threshold to 4.99% and was structured to protect a company’s NOL’s, the idea being that the NOL’s will be lost in a change of control. In December, 2008, Versata Enterprises triggered an NOL poison pill of Selectica. Selectica’s NOL was $150 million. Versata acquired 5.1% and Selectica’s board lowered the pill threshold from 15% to 4.99%, but grandfathered Versata and others. Then Versata increased its ownership to 6.7% triggering the pill. The case went to trial with a central fight over the validity of the structure and application of the pill. Watch this space….
-- Paul Marotta

Look and Feel

As a young lawyer the Buzz worked on the first copyright “look and feel” case to go to trial. At the time the sort-of novel concept was that a copyright existed in the look and feel of software (read: interface) as well as in the source code. Well of course it did, the graphical interface was a copyrightable work of authorship as well as the text of the source code. So we felt déjà vu while reading about Apple’s displeasure with Palm’s new Pre and the intuitive way that users can slide their fingers around, controlling the interface. Apple had actually followed our earlier case, in part because their user interface looked something like that developed at Xerox Parc [boy, if that doesn't date us nothing will]; and also because HP had a user interface that kind of looked like Apple’s, even including a garbage can. Whoaa. About Palm’s new interface, Apple COO Tim Cook reportedly said, “We will not stand for having our IP ripped off, and we’ll use whatever weapons we have at our disposal. I don’t know that I can be clearer than that.” So we say watch this space for updates on Apple v. Palm, coming soon to a theater near you. There are defenses available for interface features that are functional and not aesthetic, but aesthetic is in the eye of the jury and is easily claimed. Fire up those defenses Palm.

-- Paul Marotta

Creating an IP Portfolio

The Buzz’s father once had an idea he wanted to patent: Little cups on airplane wheels that would start the wheels spinning before landing so that the tires wouldn’t squeal when they hit the pavement. When he looked into it, there were already a dozen variations of his idea patented. That ended his inventing career. Our state and federal intellectual property laws, including patents, trademarks, mask works, trade secrets, copyrights, and the like, give you a monopoly of one sort or another. That’s pretty cool. You get to charge monopoly profits from anyone who wants it. Famous author? Try charging $300 for your next book. [Well maybe there are some market forces at work in limiting your profits, like competition from other books.] But still you should pursue a portfolio of protection for the intellectual property that defines your business. Even if you will never start exacting huge patent infringement settlements from the Fortune 500, or shut down potential competitors in their infancy, a portfolio is useful for cross licensing when disputes do arise and to make a buyer feel good about acquiring you. And some, like trademarks and copyrights, are relatively cheap, although there are a few landmines for the DIY IP protector.
-- Paul Marotta

Avast ye Hardies Yo-Ho

Another kind of pirate than the Somalis made the news recently when the four men behind The Pirate Bay were convicted in April of violating Sweden’s copyright law. The Pirate Bay is (was?) a file sharing site similar to Napster. The four were convicted of helping millions of users download music, movies and computer games without paying. The Stockholm district court sentenced Gottfrid Svartholm Warg, Peter Sunde, Fredrik Neij and Carl Lundstrom (who financed TPB) each to one year in prison, and imposed a fine of 30 million kronor (about $3.767 million) to a bunch of media conglomerates such as Sony, EMI, Columbia Pictures, and Warner Brothers. TPB became digital content’s public enemy number one after Kazaa and Grokster were forced down. TPB suggested somewhat humorous responses to cease and desist letters, informing the writer that Sweden was not a state in the United States. TPB’s technology allowed parts of a large file to be transferred from several different users. Defense lawyers argued that TPB didn’t host any copyright-protected material. They lost anyhow.
-- Paul Marotta

OctoMark

Mother of eight Nadya Suleman, claiming “also known as” status as the “Octomom”, has filed for two trademarks on “Octomom” to be used with diapers, dresses, pants, shirts, and textiles on an “intent to use basis” meaning that she is not yet using the intended trademark; and in connection with an intended TV variety show. The Buzz refuses to imagine how you turn reproductive excess into a variety show. So called “Intent to use” trademarks are supposed to avoid the old problem of manufacturing a commercial sale of something trademarked good just in order to file a registration application. It used to be that you had to actually use the mark in commerce before you could file a registration application. Now you get 6 months and a possible 5 additional 6 month extensions in order to actually start using a mark. We’ll see if “Octomom” diapers start showing up in the next 6 months. The strongest way to register a trademark is to use all capital letters in your application. This is to show that there is absolutely no stylized design or capitalization scheme associated with your mark. In other words, every single way of capitalizing or stylizing the mark is a potential infringement. Check this space for thoughts on building an IP portfolio next time.

-- Paul Marotta

www.Goldmansachs666.com

We loved reading a good conspiracy theory in our misspent youth, but never really believed any of them. But the way that all politicians of all stripes joined in lockstep in the fall of 2008 to send trillions of dollars of our money to AIG, Goldman, etc. and the expedience and prestidigitation with which Lehman (whose legal bill has passed $80 million already) was allowed to fail raised a few interesting questions for us. Now, with Goldman’s profit announcement, apparently built mostly on (i) non-recurring AIG unwinding, and (ii) relaxation of the same mark-to-market accounting rules that were so important after Enron’s collapse, but have now fallen out of favor, we wonder if the conspiracy buffs might be right. Surely the wrong people lost money in the fall of 2008 or the politicians would not have genuflected quite so low. Goldman has now tried to slam a critiquing website called www.goldmansachs666.com that is posting negative Goldman information. The site recently filed suit against Goldman in a preemptive strike seeking declaratory relief that it is not infringing the Goldman Sachs mark used in connection with financial services. Law firm Chadbourne & Parke, representing Goldman, had sent a nasty-gram demanding that the site close down. We guess Chadbourne was confused and tried to hire the site to manage its 401K.

-- Paul Marotta

Corporate Governmentance?

We have watched with interest (and some horror) the uncharted waters into which our economy is swimming (sinking?). We now have one of the recently largest companies in the world bowing at the alter of government (OK, it bowed a long time ago, but now is being sacrificed). We speak of General Motors. After Enron, intense focus on corporate governance was the watchword; Sarbanes-Oxley the bible. Let’s make sure that the system of running our corporations was free of undue influence, based on the independence of the caretakers, and that all persons with any influence be properly vetted and approved. Shareholders are being given new powers of proposition and Boards are supposed to respond to them, not the managers. Well, we guess all that changes when the government is involved. We watched with open mouths as the POTUS fired the GM CEO. Wasn’t that the Board’s job? Did the Board abdicate its responsibilities? Was that a fiduciary breach? Doesn’t the Board select the CEO? Don’t the shareholders control things? BTW, the latest SEC filing as of this writing is an order granting confidential treatment concerning the government loan agreement, so we may never know whatever is really going on. The Buzz says playing in that sandbox is no good for your company or the country.
-- Paul Marotta

Charles Ponzi and his ilk

Charles Ponzi claimed to be buying discounted postal reply coupons in other countries and redeeming them here at face value, performing a kind of arbitrage. He promised his investors 50% in 45 days or 100% in 90 days. Postal reply coupons were supposed to allow the recipient of a letter the money to mail back a reply. A Boston reporter suggested that there was no way Ponzi could legitimately be making that kind of money. Ponzi sued him for defamation and won. Bernie Madoff and Arthur Nadel are only the latest in a long line of swindlers. We suspect that some of these people start out legitimately are just too embarrassed to admit they lost 40% (of whatever) of their investors money so they lie, claim great returns, and start a process that is never going to end well for them. Now, states are looking at special legislation to “tackle Ponzi schemes,” as if fraud is not illegal enough now, or that by legislating they will prevent people from stealing. Generally involving new teams of cops and prosecutors, these proposals from Connecticut to Florida include letting states pursue securities fraud and money laundering (typically federal crimes, but ones most states can prosecute anyhow). In any case, the Buzz says watch out you don’t outlaw social security (or, maybe that’s OK too).
--Paul Marotta

Public Company Disclosure

We were intrigued recently by a Wired article suggesting that there is a simpler way to format public company disclosure so that there is radical transparency, making reports easier to understand and easier to interpret. Of course, regulators believe that the current system does exactly that. But making financial reporting simpler is the exact opposite direction we have been heading. The idea is to have public companies file using universal tags that make the data easier to explore. We like the idea but don’t think it will be that simple. The current system already uses the equivalent of universal tags—“accounting terms of art.” The problem is that to overhaul financial reporting we need first to overhaul accounting. In a sense that is happening with the intended abandonment of GAAP and adoption of more international standards. But some lament the standards will allow more subjective interpretation, thus making financial statements more susceptible to fraud. And what 100 or so tags would you include. Revenue is good, but is that cash or accrual accounting? And earnings per share is great, but do you count pledged shares, options, warrants, convertible debt, etc. We like the idea because current reporting is inscrutable to almost everyone, including lawyers, accountants, and investment bankers, but as with everything, the devil is in the details.
-- Paul Marotta

Fannie Whoa!

We recently had the distinct displeasure of reading the Annual Report on Form 10-K for Fannie Mae for 2008. The words sounded like any other annual report, but it read more like a horror story. Somehow they managed to bury $60 billion after losing just two and half billion a year ago and making three and a half billion in 2006. Retained earnings went from 33 billion to a loss of 26 billion. Stockholders’ equity went from 44 billion to negative 15 billion. Short term debt increased by $100 billion. There were a million shares of senior preferred stock outstanding at the end of 2008 at $1,000 per share, but none at the end of 2007. Guess who owns that? Right; you do. Of course there is a long discussion of its conservatorship since September 6, 2008. The conservator is the Federal Housing Finance Agency. Of course the conservator is delegating to Fannie Mae’s Board of directors and management the actual day to day management, so not much has changed. One ray of hope—Deloitte & Touche has lowered their auditing fees from $47 million to $39 million.
-- Paul Marotta

Attack Your Best Customers?

As the recession deepens and panic sets in, the conventional wisdom seems to be to generate cash flow by force of will. Municipalities including San Francisco and San Mateo have been trying to hike every fee not nailed down, in an effort to close budget shortfalls. That’s a plan; now that everyone is hurting and out of work, hike their taxes. That’s the way to get our economy back on track. Maybe if taxes are high enough the few left with jobs will get fired and tax revenue will drop to zero. Similarly, one business after another has been trying to do anything to avoid shipping money out the door. A specialty retailer that the Buzz’s best friend frequents would not give her a refund on valentines day cards “because it is a seasonal item.” And this was three days before Valentines day. To make matters worse, this great customer traveled 30 minutes to shop at this store to help them stay in business rather than buying her stuff off Amazon.com at 30% less, and was buying another $50 worth of stuff when denied the refund. No good deed goes unpunished indeed. Why bother trying to help stores that couldn’t care less about you? The moral here? Don’t panic! Take extra good care of your customers! You should know that their retirement portfolios are down 40%; they might have been fired that day; the State of California might be shipping them an IOU instead of a tax refund; and they might not be able to afford college for their kids any more. In short, take a deep breath, relax, and still take care of those who value and use your products and services. Some day you might need them…...
-- Paul Marotta

“At Will” means never having to say “I’m Reviewing You.”

We almost laughed out loud while reading some recent draft executive employment documents for a friend. Many lawyers are too smart by half. The Buzz tells clients that real at-will employment means that you can fire your absolute best employee any time you want to when they are at the top of their game, and have done everything perfectly, and you love them. With true at-will you do not need any “reason.” But lawyers constantly screw that up by adding “reasons” why the employee can be fired. Courts then ask why you would list reasons when you claim you do not need them. They deduce that, obviously, there is more here than meets the eye and conclude that you did not mean it when you wrote at-will since you also discuss “reasons” to terminate. These particularly drafts, obviously prepared by big firm sort-of-lawyers, even include the old 90 day review-of-employment saw. Why would you review their employment after 90 days when they are employed at-will and every day is just like any other day of employment? The only answer: Because something changes after the review and now they are no longer employed at-will. And worst of all, the agreements say this while continuing to protest that employment is still at-will. Can you say, “schizophrenic......”

-- Paul Marotta