Here are some of the provisions which I have found lurking in purchase orders (a “PO”):
1. The P.O. replaces every provision in the vendor’s quotation and invoice.
2. The provisions of the P.O. include terms set out on the purchaser’s website, which the purchaser may change at any time. All changes will be binding on the vendor. It is the vendor’s responsibility to monitor the purchaser’s website to see which new terms have been imposed on it.
Few lawyers would disagree with the statement that “law school does not teach you what you have to know to be able to practice law.” I imagine that the general public would find that to be surprising. It is called “law school” after all.
I have many thoughts about family business succession. Here are a few of them:
Many of you will be familiar with the old saying (sometimes attributed to John Adams and other times to Winston Churchill) to the effect that “if you are not a socialist at age 20, you have no heart, but if you are still a socialist at age 30, you have no brain.”
Let’s say that you represent a 40% shareholder in a corporation. You are reviewing a shareholder’s agreement which says that in certain circumstances (death, disability, termination of employment) your client is required to sell his or her shares at fair market value. So far, so good.
Let me start by saying that I really, really, like accountants. I had deep and valued relationships with a number of accountants when I practiced law, and they were by far my best referral sources. Many became good friends. So, the negative stories which I am about to tell relate to a tiny minority of the accountants who I came across.
Here is a conversation that I had with lawyers from time to time. I would provide in a contract that interest would be payable at 18% if my client was not paid on time.
Over my many years practicing business law I formed some strong opinions. Here are two of them which relate to shareholders agreements:
Death: My favourite topic in a shareholders agreement.
What I like about the death provision is that it is usually not controversial, especially if the shareholders do not have an inkling about who is likely to die first.
Back when I was practicing law, I used to say that my greatest skill was doing lunch. I did an awful lot of lunch with some pretty good business development results. I have previously written about how I used my lunch meetings to develop personal relationships. You can read about that here: Eating Your Way to A Great Client Base
During my lunch meetings with potential clients, I often used the power of doubt to sell my legal services.