TGIF: May 19, 2017 – On the Constitutional Oddity of a “Special Counsel”

Despite what you may have heard, lawyers are, in fact, human beings with interests and hobbies all their own. They are not, I repeat not, robots sent from the future solely for the purpose of billing hours, drafting documents, and negotiating terms.  Not all of them anyway.  

In TGIF, I touch on some of my own interests primarily through the lens of the “Rules of the Game”, focusing on the rules and incentives that affect many aspects of our daily lives. I may even crack a joke or two. Hard to say.

TGIF will be published regularly on (surprisingly enough) Friday mornings. For more information, check out www.hoeglaw.com or drop Rick a line at rhoeg@hoeglaw.com.

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On Wednesday May 17th, 2017 acting Attorney General Rod Rosenstein (in place of recused Attorney General Jeff Sessions) appointed former Department of Justice official and FBI Director Robert S. Mueller III to serve as “Special Counsel” to oversee an investigation of “Russian government efforts to influence the 2016 presidential election and related matters”.

(Mr. Mueller’s title of “Special Counsel” is not to be confused, of course, with the executive branch’s permanent and not at all independent, “Office of Special Counsel“. Because naming conventions in Washington have never been anything if not entirely and completely clear.)

Given the nature of the investigation as a response to cries of a “constitutional crisis” in the wake of the President’s firing of former FBI Director James Comey, what you may not know is how tumultuous a Constitutional history the concept of a “special counsel” or “independent prosecutor” has had in its own right.

Can an executive branch official like an Attorney General appoint an individual that cannot be fired by his or her own boss?  If not (or if there is some doubt), can Congress empower the Attorney General to do so?  If so, what does that mean for the separation of powers?  And what if that Congressional authority should expire?

Many of these questions have been asked and answered multiple times (and in multiple ways) throughout our nation’s history, but never in a fashion which one could deem “definitive”.  Such is the nature of an inherently political but simultaneously “independent” position.

Let’s take a deeper look.

Financing Term Sheet Deep Dive: Participation Rights

Whether you’ve only recently decided to seek out capital for your business or you’ve already received (or made) your first offer, the term sheet (or “letter of intent”) is an integral part of the process.  

In this series we’ll look to shed some light on the legal language contained in that term sheet by taking a “deep dive” into the most often used terms and how choices made in selecting those terms can affect both Company and Investor.  Check out an overview here.

Financing Term Sheet Deep Dive will be published each Monday morning until conclusion. For more information, check out www.hoeglaw.com or drop Rick a line at rhoeg@hoeglaw.com.

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As we get closer to the end of our “Financing Term Sheet Deep Dive” Series (only a few weeks left!) the rights and responsibilities at issue are generally less contentious.  That doesn’t mean that they aren’t important, or that they don’t affect the Company and its Investors.  It does mean, however, that the contours of the rights are a bit more “expected”; that there is, perhaps, a bit less to negotiate.

Today we discuss one of those “less contentious” rights: the right to “participate” in future equity sales of the Company.

Let’s take a closer look.

TGIF: May 12, 2017 – Mortality and Analytical Release in the Sublime “What Remains of Edith Finch?”

Despite what you may have heard, lawyers are, in fact, human beings with interests and hobbies all their own. They are not, I repeat not, robots sent from the future solely for the purpose of billing hours, drafting documents, and negotiating terms.  Not all of them anyway.  

In TGIF, I touch on some of my own interests primarily through the lens of the “Rules of the Game”, focusing on the rules and incentives that affect many aspects of our daily lives. I may even crack a joke or two. Hard to say.

TGIF will be published regularly on (surprisingly enough) Friday mornings. For more information, check out www.hoeglaw.com or drop Rick a line at rhoeg@hoeglaw.com.

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Believe it or not, “TGIF” did not start its life solely devoted to reviewing every dotted ‘i’ and crossed ‘t’ in the multinational airlines’ bag of tricks.  No, my intent with the series was to show that lawyers have interests both varied and wide…which of course means that I enjoy reviewing statutes, regulations, and contract terms of my own volition.  Of course.  Perhaps I doth protest too much.

But today, I turn to thoughts on one of my other loves, the oft-ridiculed “video game”. Though the term “game” seems too dismissive for the interactive experience I’d like to discuss today: Giant Sparrow’s “What Remains of Edith Finch“ (Edith Finch from here on out).

But first, a story.