THE LEGAL NAVIGATOR MAY 2020
FROM THE DESK OF
Mike Bryan
Friends, the past month or so has been very challenging. Who would have known we would be facing the coronavirus (COVID-19) and its very serious health risks. I never would
have predicted social distancing, the shutting down of businesses and certainly not the issuing of a stay-at-home order. It really shows how serious state and federal governments are about slowing the progress of this disease. At our office, we’ve taken many steps to keep all of our team and clients safe. We’ve taken practical steps of minimizing contact with others, washing our hands, using hand sanitizer, etc. We’ve also taken advantage of technology to allow our team to work remotely. Many clients have taken advantage of phone and video conferences as well. I’m writing this article on March 24, but you will not receive this newsletter until May. Hopefully, we are getting back to a sense of normal and the turbulent times have passed. If we have not, please continue to keep your faith and know that we will get through this. Our office, even under circumstances such as these, will be there for you to address all of your legal needs. In the meantime please visit our website for any updates regarding the virus: SWBWLawFirm. com/notice-to-swbw-clients-and-colleagues-re- coronavirus/
This February, Judge Victor Marrero changed the American business landscape dramatically when he greenlighted a merger between two communication giants: T-Mobile and Sprint. Attorneys general from 13 states andWashington, D.C., opposed the merger, arguing that if the two companies joined up, then competition in the industry would decline, cellphone bills would rise, and customers with low incomes would have a harder time keeping their coverage. Instead of backing the states, Marrero praised T-Mobile as a “maverick” and gave its controversial mission to go after AT&T and Verizon an enthusiastic thumbs-up. The T-Mobile-Sprint merger is just the latest in a wave of large-scale business marriages. In a recent article, The New York Times summed it up nicely, reporting, “In June 2018, AT&T’s bid to buy Time Warner was approved, giving the phone giant control of CNN, HBO, and the Warner Bros. film and TV studios. Shortly afterward, The Walt Disney Co. beat out Comcast to buy the majority of Rupert Murdoch’s Twenty-First Century Fox empire. Late last year, Shari Redstone combined her family’s two businesses, CBS and Viacom.” In the business world, mergers and acquisitions (M&As) happen all the time, but they usually only make headlines when they include household names, implode fantastically, or both. Examples include the EchoStar-DirecTV merger attempt in 2002 and the hoped-for AT&T-T-Mobile merger in 2011, both blocked by the U.S. government. It’s relatively rare for the government to block a merger — it generally only steps in if the marriage will lessen competition, create a monopoly, or harm consumers — but even mergers between small and midsize businesses face a rocky road to success. According to the Harvard Business Review, between 70%–90% of M&As fail. LOOK BEFORE YOU MERGE! 2 M assive M erger M istakes to A void
Take care, be safe, and see you next month.
–Mike
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send employees scrambling for the exit. What can your companies learn from each other? Which facets of your company culture (e.g., flexible scheduling, casual dress code, or core values) are you willing to compromise on, and which are deal breakers? One challenging but potentially rewarding option is to start fresh and create a new culture for the new company. Some mergers, like Glaxo Wellcome-SmithKline Beecham, now GlaxoSmithKline, have done just that, outlining new company values to great effect. Lack of Planning Far too many business owners enter M&As with a vision for the future but no immediate battle plan for the present. When two companies combine, a thousand small details need to be addressed. If you don’t make a plan for every one of them, like how your strategy and growth models will function once combined, they’ll either be forgotten (to your eventual detriment) or you’ll find yourself drowning. Luckily, plenty of resources are available to help. MergerIntegration.com, for example, offers a host of free, incredibly detailed postmerger integration checklists broken down for different areas like human resources, sales, and marketing. Download them today to save yourself from figuring it out alone. If you steer around these M&A potholes, you’ll increase your chances of success as you drive your new company forward. No M&A is seamless, but the more thought you put in on the front end, the less likely you are to face a nasty and costly business divorce in the long run.
Companies have plenty of reasons to consider a merger, like the possibility of increasing revenue, reaching more customers, or expanding their niche. But even with the best of intentions, it’s smart to know the risks. If you’re considering an M&A deal for your own business, keep an eye out for these pitfalls. Culture Clash Company culture is a powerful thing: It can help you bring in new hires, keep top-performing employees loyal, and win your company awards, accolades, and press. Odds are that you understand the value of company culture and have spent years honing yours, so don’t enter a merger without a plan for it. Chief Executive magazine and Investopedia rank culture differences as one of the top reasons mergers fail, particularly when they cross state or national lines. A standout example of this is the Daimler Benz-Chrysler merger of 1998, which ended dramatically when Daimler AG (their new name) sold off Chrysler nine years later. As CNBC described it, “Chrysler was nowhere near the league of high-end Daimler Benz, and many felt that Daimler strutted in and tried to tell the Chrysler side how things are done. Such clashes always work to undermine the new alliance; combine that with dragging sales and a recession, and you have a recipe for corporate divorce.” Ideally, you should aim to merge with or acquire a company with a similar culture, but if that’s not the case, it’s vital to sit down with your soon-to-be partner and discuss your differences so you don’t
UNLOCK YOUR SPICE POTENTIAL! The Techniques Behind Making Excellent Indian Food
tomatoes, and spices. However, masala ingredients can vary according to region and personal preference, but you can find some version of it on the spice aisle of most grocery stores.
Indian food is a dream cuisine for many plant-based, vegetarian, and vegan eaters, but it can seem very intimidating to cook at home. That’s only because you may not be familiar with the cooking techniques used to make it. How do you make the most of your spices? How do you combine vegetables (and/or meat) with the spices? Here are two techniques to get your favorite Indian dishes tasting as authentic as those served at a restaurant. Baghar/Tarka (Tempering) Add whole spices (cumin, cloves, cardamom, peppercorns, curry leaves, dried pepper, etc.) to oil and fry until fragrant. That’s it! The spices infuse the oil with flavor, and the roasting further develops the spice. You can temper spices at the beginning of a recipe, like a curry, before adding other ingredients, or you can stir it into a dish right at the end, like dal or stew. Every Indian household has a different version of tarka dal, which is essentially prepared lentils with a tempered oil and spice mixture stirred into it. This technique jazzes up any Indian dish, and getting creative with spice combinations is half the fun! Bhunao (Sautéing and Roasting) In order to understand how to bhunao, you need to be familiar with masala, an Indian spice mixture that has been ground into a powder or paste. Most commonly, masalas are a combination of onion, garlic, ginger,
To bhunao, start by heating oil. Then you add your masala and cook over medium-high heat. As the water in the masala evaporates, it’ll stick to the pan; use splashes of water, yogurt, or stock to loosen it and prevent burning. Do not let your masala burn! Your masala has been“bhunaoed” once it’s thick and shiny and you can see the oil has separated. Finally, add meat and vegetables and cook down to your liking. This is the most important technique for recreating Indian curries, such as tikka masala and korma. Now that you know a few Indian cooking techniques, be creative in the kitchen! When you’re not following a recipe, you can have fun and explore different flavor combinations while still knowing exactly what to do.
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The Timeless Charm of the Drive-In Movie Plus, How to Create Your Own Outdoor Cinema
United States. But if you don’t have one in your area, there’s a way you can enjoy the outdoor movie experience without having to leave your backyard. Your outdoor cinema starts with a projector. If you don’t have one, they are readily available to purchase at most big-box stores. For playing the movie, you’ll need a laptop and streaming service or a DVD or Blu-ray player. You’ll connect these devices to your projector through an HDMI port. As long as you’re not broadcasting to the whole neighborhood, stereo or computer speakers should be just fine, but you can also opt for a Bluetooth speaker that will give your audio a big boost. Next, you’ll need a flat surface to display the movie. A plain, white bedsheet makes a good screen, or you can make your own with white fabric from craft stores or online. Cushions, blankets, and outdoor hanging lights add a fun touch to your cinema. Just be sure to turn
Summertime is synonymous with many childhood experiences: hours splashing in the pool, sleepaway camp, and snow cones, to name a few. A quintessential summer destination that isn’t as common these days is the drive-in theater, yet many childhood memories are built on this little bit of nostalgia. The first drive-in theater opened in 1933 in Camden, New Jersey. At the time, films cost 25 cents per person, plus 25 cents per car, and drive-ins usually got movies in the second run, after they’d shown at indoor theaters. The trend started off slow, but by the ‘50s, Americans had fully embraced the outdoor theater experience. The ‘80s brought a charismatic Michael J. Fox to audiences in“Back to the Future,” and shortly after, “The Sandlot”hit the big screen and gave us lines that we’d quote for the next decade (“You’re killin’me, Smalls!”).
the lights off before the movie begins — and silence those cellphones!
Once your setup is complete, select your movie, get the popcorn popping, and enjoy some movie magic right in your backyard.
As of 2018, USA Today estimated that only about 330 drive-in theaters still exist in the
Take a Break!
STICKY AND SWEET PORK ‘RIBS’
Inspired by Bon Appétit
Ingredients
• • • •
1/2 cup chili oil
•
2 heads garlic, cloves separated
1/3 cup oyster sauce
1/3 cup toasted sesame oil
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3 thumbs ginger, chopped
5 lbs boneless pork shoulder, flattened 3/4 cup brown sugar
1 cup hoisin sauce 3/4 cup fish sauce 2/3 cup honey 2/3 cup rice wine
• •
1 tbsp molasses
Directions
1. In a blender, purée garlic, ginger, hoisin sauce, fish sauce, honey, rice wine, chili oil, oyster sauce, and toasted sesame oil until smooth. 2. Reserve and chill 1 1/2 cups for later use. 3. In a bag, add the remaining mixture and pork shoulder. Marinate for at least 8 hours. 4. Using a convection plate on the grill, cook pork until the thickest part reaches an internal temperature of 140–145 F. 5. In a large saucepan, simmer brown sugar, molasses, and reserved marinade for 6–8 minutes. 6. Baste the pork with the brown sugar glaze for 2 minutes before serving.
OUTDOORS POLLEN SUNSHINE TAURUS
MAYFLY MEMORIAL MEXICO MOTHERS
BUTTERFLY FLOWERS JEDI LADYBUG
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INSIDE THIS ISSUE From the Desk of Mike PAGE 1 Avoid These 2 Massive Merger Mistakes PAGE 1 The Techniques Behind Making Excellent Indian Food PAGE 2 The Timeless Charm of the Drive-In Movie PAGE 3 Take a Break PAGE 3 Sticky and Sweet Pork ‘Ribs’ PAGE 3 Packing Clothes for Vacation PAGE 4
HOW TO DRESS ON VACATION In These Beautiful Locations
use a freshening spray like Downy’s Wrinkle Releaser. The spray will eliminate odors and can give your clothes a flat-ironed look. Speaking of clothes, the best outfits are the ones you feel confident in. Consider getting your favorite items tailored and fitted before your trip, and plan multiple outfits that can be reorganized into unique combinations. From classic choices, like jeans, to more unique choices, like print shirts and layered jackets, there are lots of distinct items you can mix and match. Also remember to bring both formal and casual options, just in case you want to dress up for a night out. Lastly, accessories can breathe new life into an existing outfit. Scarves, belts, jewelry, bags, and hats can add a pop of color or elegance while taking up less space than another full outfit. Try to bring a few that’ll work well with your other items!
Ask any seasoned traveler and they’ll tell you the same thing: Having some spare room in your suitcase never hurts. People tend to shop for new clothes or souvenirs while traveling, and these purchases can take up space fast. However, with longer vacations, it can be difficult to limit how many clothes you’re bringing. How do you keep a smaller wardrobe fresh and comfortable while also looking your best? Try using some of these travel wardrobe tips. Packing light isn’t necessarily about packing less; it’s about addressing your needs in the healthiest, least physically demanding way. For example, your feet contain about 250,000 sweat glands, so clean socks are essential for preventing smelly feet and shoes. Likewise, make sure you have enough undergarments for the whole trip unless you know you’ll have access to a washing machine. If you do have to wear an article of clothing a second time,
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