Wisconsin Lawyer
Vol. 84, No. 12, December 2011
The Everything U.S. Constitution Book
By Ellen M. Kozak (Avon, MA: Adams Media, 2011). 291 pgs. $16.95. Order, www.adamsmedia.com.
Reviewed by Gregory Weber
According to Google, the state of Alabama has the world’s longest constitution. It contains almost 310,000 words and nearly 800 amendments. Hugo Black could not carry a copy in his pocket. In sharp contrast, the U.S. Constitution contains just 4,400 words, with an additional 3,500 words spread over a mere 27 amendments.
In like fashion, Milwaukee attorney and author Ellen M. Kozak has written a compact blend of constitutional text, history, and commentary that should appeal to citizens who seek a better understanding of how our federal government came to exist and the scope of its authority. Written for the publisher’s “Everything” series, The Everything U.S. Constitution Book stakes out no political position and grinds no ideological axe. Instead, it traces American constitutional history and places each article and amendment in its proper historical context. In addition to the constitutional text and Kozak’s commentary, the book contains useful interpretive documents, including the Mayflower Compact and portions of the Federalist Papers.
Kozak avoids editorialization. While she discusses a handful of U.S. Supreme Court decisions, she takes no partisan position on current constitutional controversies. Her purpose is to inform, not provoke. She succeeds. Kozak makes clear to the reader that the Constitution serves the primary role of placing limits on the scope of the federal government’s authority: “The genius of the Constitution is that it makes rules for the government so that the government can make laws that affect the people it governs as well as the states that comprise the country. … The Constitution endures because it expands rights, rather than contracting them, and because in the end, it is just an outline for a system of government.”
Informed political discussion and debate leads to better public policy. By giving the lay reader a basic understanding of America’s constitutional tradition, The Everything U.S. Constitution Book contributes to that process.
M&A – It’s Elementary! A Plain English Guide to Mergers and Acquisitions from Kickoff to Closing
By Michael O. Braun & Craig Leonard (New York, NY: Morrison & Foerster, 2011). 196 pgs. $29.95. Order, www.amazon.com.
Reviewed by Marc J. Adesso
To many business owners, corporate executives, investment professionals, and even some legal professionals, the term mergers and acquisitions (or M&A) calls to mind a relatively simple transaction in which a business is bought or sold like any other commodity. This assumption is founded on the correct notion that the term M&A does cover the buying, selling, and combination of businesses. In practice, however, this simplistic view underscores the fact that many professionals and businesspeople do not understand the nuts and bolts of M&A transactions. These transactions arguably are the most complicated and intricate processes conducted in the world of business, combining elements of strategy, finance, change management, corporate ethics, and politics.
This book aims to serve as a foundational, step-by-step resource for business owners, executives, professionals, and others who deal with M&A on an occasional basis. The authors explain the most common forms of M&A transactions and outline the basic steps that most M&A transactions consist of. They begin with considerations for assembling the right team to handle the M&A deal, move through preliminary steps such as due diligence, and conclude with the documents necessary to structure and close the deal. The book also includes sections on acquisitions of public companies and acquiring assets from a distressed (or near-bankrupt) domestic company.
For the most part, the authors achieve their goal of providing a comprehensive handbook that demystifies the basic steps of an M&A transaction. The authors also do a nice job of addressing issues that would arise during an M&A deal involving foreign entities. One could easily imagine a business owner or executive board member using this book as a roadmap throughout a M&A transaction, referring to its contents when reviewing the key terms of an acquisition agreement with a lawyer or when considering the risky step of making a tender offer for a public company over its stock’s market price.
The book’s only weakness is its emphasis on large-scale transactions. Most M&A transactions in Wisconsin will not likely involve the scope and magnitude of the deals described in the book, and for example, would not engender scrutiny from the Department of Justice under the Hart-Scott-Rodino Antitrust Act. Similarly, the fact that the book does not mention business brokers as potential M&A team members and sources of smaller acquisition targets is a glaring omission.
These weaknesses aside, this book would be an excellent resource for a M&A lawyer when providing a client with a straightforward and relatively simple explanation of the various steps inherent in the M&A process. The book also would be a valuable reference tool for any businessperson or professional looking for a step-by-step guide to M&A transactions.
Asset Protection Trusts and Agreements
By Frederick J. Tansill & Eric A. Manterfield (Philadelphia, PA: ALI-ABA, 2011). 104 pgs. $129. Order, www.ali-aba.org/BK86.
Reviewed by Adam Wiensch
This book is a useful reference for newcomers to asset-protection planning and also provides sophisticated in-depth analysis that will be helpful to attorneys experienced in the area. The book consists of two outlines: “Asset Protection Planning: Planning Strategies for the Protection of Family Assets from Claims of Creditors and Other Predators,” by Frederick J. Tansill; and “Asset Protection: Trust Planning,” by Duncan E. Osborne.
Asset-protection planning requires knowledge of many areas of state, federal, and, in some cases, international law. The book does a good job of explaining relevant trust, bankruptcy, fraudulent transfer, and tax laws.
Tansill successfully makes the case that asset-protection planning is very important in today’s economic environment and that it should be an “integral and integrated part of the overall estate and financial plan.” Too often asset-protection planning is seen as a narrow area requiring knowledge of various remote countries’ laws. Tansill and Osborne do a good job of explaining the asset-protection-planning aspects and opportunities of a wide range of estate-planning tools.
Asset-protection strategies are often touted as a magic bullet to protect property from all creditors, but Tansill provides a realistic assessment of what a client can hope to achieve by such planning.
An important consideration for every attorney practicing in this area is his or her risk of criminal prosecution and civil and ethical liability. In addition to explaining these potential risks, Tansill provides specific guidance on how an attorney can protect himself or herself from these types of claims.
Osborne’s outline starts with a vigorous defense of a client’s “right” to engage in asset-protection planning. I think he gets a bit ahead of himself when he argues that attorneys have a duty to assist clients in such planning. It certainly has become more integrated with traditional estate-planning practice in the 20 years I have been practicing law. However, I do not share Osborne’s view that the “next wave of creative malpractice actions could well be against estate planning attorneys who fail to advise their clients about asset protection alternatives.”
A common question from clients is whether they really need to go offshore to protect their assets. Osborne favors offshore asset-protection trusts over domestic ones because of the substantial legal uncertainty about how U.S. courts will treat domestic asset-protection trusts – a much debated but still unanswered question.
I have three criticisms of the book. First, it does not contain any sample asset-protection trusts. It would be enormously helpful to attorneys to see an example of a U.S. and a foreign trust from leaders in the field. Second, while the book does a good job explaining the relevant provisions of both onshore and offshore asset-protection law, it would be helpful to know which jurisdiction(s) the authors prefer to use and why. Third, there is substantial overlap between the two outlines, which clearly were initially written for other purposes.
Blood Money
By Laura M. Rizio (Philadelphia, PA: self-published, 2011). 332 pgs. $9. Order, www.amazon.com.
Reviewed by
Melinda Gustafson Gervasi
Set in Philadelphia, Blood Money contains the key elements of any good crime drama: a young, dashing, and up-and-coming litigator; greedy and sinister law partners; a hitman; overseas bank accounts; romance; and a trial. If you’ve exhausted the works of John Grisham, Tom Clancy, or Scott Turow, you may want to pick up a copy of Laura Rizio’s Blood Money.
Blood Money is the tale of an ambitious young attorney, thrust into a medical malpractice case after a senior partner in the firm murders his family and then commits suicide. Or were he and his family murdered by his law partners to conceal a grizzly truth? Were the other partners harming and even murdering clients so as to secure lucrative lawsuits?
With vivid descriptions of the city of Philadelphia, colorful dialogue, and a diverse cast of characters, Blood Money is an easy and enjoyable read. However, there was one glaring question playing in the back of my mind – if the partners did kill or injure people to drum up work, how could they be certain their firm would sign the client? Alas, silencing one’s lawyerly mind poses a challenge when enjoying any legal-themed book or movie.
In the style of John Grisham, Rizio has put together a page-turner with her fast-paced and short chapters. Caution – the homicides committed in this book are staggering in number and are explicitly described. Personally, I prefer more emphasis on intrigue than on the gory details of the crimes committed. If, like many attorneys, you enjoy getting lost in a book, I recommend Blood Money. Just be aware that you may be bleary-eyed the next day because at times it can be hard to put down.
Energy and Us: Sources, Uses, Technologies, Economics, Policies and the Environment
By Glenn A. Gibson (El Paso, TX: Self-published, 2010). 365 pgs. $14.95 paperback. Order, www.createspace.com/3530128.
Reviewed by Kristen E. Knauf
Glenn A. Gibson had good intentions when he set out to write, for business professionals, lawyers, politicians, students and professors, an accessible and educational guide covering all aspects of energy. His new book, Energy and Us, reflects his years of research on energy sources, uses, technologies, and policies and his passion for sharing this information with scientists and nonscientists alike. Unfortunately, we all know what they say about good intentions. Although this book requires readers to have only a basic knowledge of science, it is very scattered in its delivery of a large amount of technical information concerning a complex subject.
After beginning with a generic overview, Gibson discusses the advantages and costs of various types of energy. In discussing the four nonrenewable energy sources – petroleum, natural gas, coal, and uranium – Gibson presents the information in a choppy format that is part history lesson, part chemistry lecture, and part policy analysis. Gibson discusses renewable sources of energy in a similar fashion, looking at the benefits and shortcomings of geothermal, solar, water, and wind energy sources in satisfying the world’s needs.
In the latter part of the book, Gibson discusses four sectors of energy users as defined by the Energy Information Administration within the Department of Energy: residential, commercial, industrial, and transportation. Chapter eight, like many other areas of this book, would substantially benefit from some critical editing, but the analysis of hybrid vehicles toward the end of the chapter is intriguing. Pollution and policy considerations are examined in multiple places throughout the book, but the final chapters focus on pollution and the last 100 years of energy-related policy, with a particular emphasis on U.S. legislation. Gibson also includes detailed appendices on the history of energy and energy-related units of measure and conversions.
In an effort to reach an even wider audience, Gibson has started a blog, available at http://www.energyandus.info, with the goal of “disseminat[ing] information from energy-related authoritative sources in an understandable way.” As a retired professor emeritus at the University of Texas at El Paso with a Ph.D. in electrical engineering, Gibson is well qualified to write a comprehensive guide on this broad and critically important topic. Yet Energy and Us reads more like a dense graduate-level textbook than a convenient go-to resource.
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