Author: TSA Press

To put it all in perspective, I’ve lawyered my way through recalls, SEC investigations, layoffs, and encounters with a female exec who routinely ambushed me in the restroom and gym for legal advice (and never once washed her damned hands). I’ve been called unspeakable things by people with suspect vocabulary reserves, and I’ve had my sanity, qualifications, and legal degree questioned. Hell, I’ve questioned my own sanity, qualifications, and legal degree to the point where I’ve been one afterwork drink away from getting a “Sucker for Pain” tattoo. And despite all of this hard-earned life experience, I have to say, there’s very little about in-house practice that scares me anymore. Except auditors. Our outside auditors scare the ever-loving hell out of me.

Twice a year they descend in their muted Brooks Brothers suits and their firm-issued pinched expressions devoid of mirth and joy, reminding me of that line by The Beatles about keeping a face in the jar by the door (Thank you, Eleanor Rigby. Thank you).  And as they shuffle their papers like card sharks and prepare for their spiel which never deviates from the script, I like to play this game where I imagine what other heinous things I’d rather be doing right then. Examples include: undergoing an unanesthetized root canal, partaking in a ghost-chili pepper eating contest, listening to K-Pop, being kneecapped, and interpreting the Dodd-Frank Act without the aid of outside counsel.

And so it begins. Even though I’ve met this pair several times, they always introduce themselves and humble brag about how they practically invented the controls for Sarbanes-Oxley (and honestly, that’s a dead giveaway, because somebody who would brag about something like that is clearly evil — it’s like taking credit for the 1920s stock market crash or admitting you’re the criminal mastermind behind a Ponzi scheme or pandemic).

When Frick and Frack finish explaining how important they are to the success of our company, they remind me that their ability to do their jobs rests entirely on my ability to be honest and candid (making me wonder if these two would last a minute in my role given the tendency of my partners to floss the truth). And then they turn to the List.

The List is a series of questions designed to reveal weak spots and inconsistencies in our reporting structure. Some of the questions are purposefully redundant. I assume this is because the auditors are spot-checking my consistency and stamina. Or they’re lazy and their List is similar to a Biglaw due diligence checklist for a merger (yeah, I went there; I used to live that life, I can go there). There are standard questions about the company’s problem children (looking at you, Procurement and Sales), followed by questions about the CFO, e.g., how well do I know him, do I think he follows the rules. On average I speak less than 100 words to my CFO a quarter. Less words means I’m doing my job right. In terms of being a stickler for rules, I’m pretty sure the guy who once held up a lunch rush cafeteria line because the cashier dared to charge him an extra .18 cents for his salad dressing container is well-versed in all things rule-based. And of course, the List includes companion questions about our CEO, who if I’m lucky and doing my job right, I get to restrict my interactions to pleasantries about the most recent 8-K or the turnout for the town hall. Honestly, the man wears $1200 jeans and sports a neatly pressed pocket square. That’s beyond extra. It’s downright savage.

I keep my answers brief and to the point, never volunteering more than I have to, because who among us hasn’t watched one of those procedurals where the perp talks himself into a double life sentence and you think, if he’d just kept his mouth shut during that interrogation, he’d have gotten away with it?

Also, no humor or sarcasm with these two. They were born missing the gene that detects that kind of thing, so if you say something like, “We should just burn that department down to the ground and start over,” they’ll ask you why you think that would be an acceptable course of action. Without smiling.

But it all leads up to that final question, the question that will haunt me for days, the catch-all, the last chance to come clean, the dreaded: “WHAT KEEPS YOU UP AT NIGHT?”

And as I sit there, my mouth gone dry and my eyes searching for anywhere else to look at other than those weird fabric knots men insist on wearing as cufflinks, all I can think about is Poe’s Descent into the Maelstrom. I know, I know. It’s a terrible time to go full literary. But I’m an English major and since I can’t curl up in the fetal position, this is the next best thing. So, there I am, thinking about that unfortunate soul, shipwrecked and swirling around alone in that whirlpool, clinging to a piece of his boat and his own sanity by waterlogged fingernails, the experience turning his hair white and aging him instantly.

So, what keeps me up at night? Care to descend into the maelstrom with me, gentle reader? In no particular order…

• It’s Ray from International who talks about the good old days (by which he means the pre-FCPA days) when you could go into a country and flash a little cash to “grease the wheels.”
• It’s Sarah from HR who doesn’t think it’s a big deal that the engineering hiring manager has a type when it comes to candidates. It’s not men, okay? It’s Michigan State grads. The man has made 16 hires in my time here and they all have Sparty tattoos. What are the odds of that happening, I ask you? Slim, my friend. Slim. That man is profiling applicants.
• It’s Abe in Quality who doesn’t know what an MSDS (material safety data sheet) is or where to find one. And he’s been here for over a year.
• It’s Tim from Sales who drops by my office and tells me not to worry, that he’s already negotiated the “indumbnification” section of his agreement. (Side bar/shameless plug: for a good time, go check out my adventures with Tim in “In-House Indumbnification” and if the idea of this man negotiating an indemnification provisions still doesn’t scare you, we should hang out).
• It’s the tariff thing and the fact that no matter how fast you pivot, it’s impossible to cover all your bets when it’s this volatile.
• It’s the fear that Procurement has wrung every last dollar from our overhead, including headcount, so that people are overworked, desperate, and making bad decisions in the name of agility and speed, when really everyone is drowning in the amount of work they’re being asked to do.

But I can’t tell Marlon Blando and Blando Calrissian any of this. It’s not like any of their miracle controls could fix any of our uglies anyway. And besides, they might crawl out of their human-shaped skins and reveal themselves to be lizard people, which would definitely be an upsetting start to the morning. So, I smile just as blandly and tell them I sleep just fine at night, even as the multitude of worries that I keep — that we all keep as in-house counsel — are swirling around in my mind.

Kay Thrace (not her real name) is a harried in-house counsel at a well-known company that everyone loves to hate. When not scuffing dirt on the sacrosanct line between business and the law, Kay enjoys pub trivia domination and eradicating incorrect usage of the Oxford comma. You can contact her by email at KayThraceATL@gmail.com or follow her on Twitter @KayThrace.

* Another firm opens an office in mainland Europe in the midst of England trying to garotte its own economy. [Law.com]

* The census case is in new hands because after trying to make a real case and losing they realized there were some Jones Day flunkys hanging around so just hand it over to them. [National Law Journal]

* Opioid case moves forward. [Courthouse News Service]

* Stripping prosecutors of power to own the libs. [Inquirer]

* Since it’s a purely symbolic gesture with no impact on the day-to-day lives of New Yorkers and might land him a headline, Andrew Cuomo did a thing. [Politico]

* Law schools have screwed up. [Forbes]

* The few competent Trump judicial nominees finally move forward. [Law.com]

Zimbabweans are angry as year-on-year inflation of around 100% has eaten the value of their wages and savings, recalling the horrors of the hyperinflation era in 2008.

The southern African nation is grappling with a severe shortage of U.S. dollars, fuel, bread, medicines and 17-hour daily power cuts, which have forced businesses to use expensive diesel generators.

Currency reforms introduced last month to ban the use of foreign currencies and make the interim RTGS currency the sole legal tender have done little to instil confidence that people’s living standards will improve soon under President Emmerson Mnangagwa, who came to power after Robert Mugabe was removed in a 2017 coup.

“I have a (wage increase) figure already, and I am just waiting to hear from the unions. We will be meeting them tomorrow to hear their figures,” Ncube told a meeting with local businesses in Harare.

Ncube said the government’s budget was in surplus for the first 6 months of the year.

The lowest paid public sector worker earns 430 Zimbabwe dollars ($49.54), which unions say has been hit by inflation of 97.85% in May. A union official said a meeting would be held later on Monday to agree a position that they will present to the government on Tuesday.

As inflation soared, the government hiked the overnight interest rate to 50% last month and Ncube on Monday said the central bank wouldn’t hesitate to raise rates again to deal with people speculating on the value of the local currency.

The Zimbabwe dollar was trading at 8.86 to the greenback on the official interbank market, bringing its total losses to 27% since June 24 when the government ended dollarisation. On the black market the unit was trading at 10.5 to the dollar.

Central bank Governor John Mangudya told the same event that Zimbabwean individuals and companies held around $1 billion in foreign-currency accounts, around three months’ import cover.

The Zimbabwe Congress of Trade Unions threatened “mass action” last month after the government made the RTGS the sole legal tender and renamed it the Zimbabwe dollar.

At least three people have gone to court to challenge the government’s move but Ncube said he was “very prepared for the fight” in court.

Patrick Chivaura, acting CEO of state power utility ZESA Holdings, told the same meeting that the end of dollarisation was hurting its ability to deliver power because mines could no longer pay it in U.S. dollars.

ZESA needs $14 million for monthly electricity imports from the regional power market, Chivaura added. (Reporting by MacDonald Dzirutwe; Editing by Catherine Evans and Louise Heavens)

Post published in: Business

Beneath the surface of its latest economic crisis, Zimbabwe has been quietly positioning itself as a future major exporter of chromium to the insatiable Chinese market.

Post published in: Business

Why Law Firms Are Moving to the Cloud

Why Law Firms Are Moving to the Cloud

Clio

The good news is that the Law School Admissions Test (LSAT) is finally modernizing and offering the first-ever digital exam beginning with the July 15th administration (exam takers will be assigned to take the test either on paper or on a tablet upon their arrival, and by the September administration of the LSAT, all test takers will use a tablet). Sure, the still-dominant law school entrance exam may have only been spurred into moving away from the tried and true pencil and paper because of pressure from an admissions exam challenger — the GRE — but let’s enjoy the move to the 21st century regardless.

The bad news — or at least the concerning news — may be that as the first all-digital administration of the all-important exam, law school hopefuls may not know exactly what to expect. Well, Kaplan Test Prep has you covered. The entrance exam goliath has put together a 25-page free downloadable eBook on what you need to know come test day. Here is just a sample of the advice for LSAT takers:

To Scratch or Not to Scratch: For the paper-and-pencil LSAT, test takers are not given any scratch paper — all scratch work is done in the test booklet — and are barred from bringing any to the test site. Now, each test taker will be provided with a booklet of blank paper (you still may not bring any from outside the test site) along with the digital tablet. It will be important for digital LSAT takers to practice taking notes and drawing Logic Games sketches on paper separate from the test questions. As you’re practicing, think about details such as where you want to keep the tablet and scratch paper on the desk as you work.
No More Bubbling: On the paper-and-pencil LSAT, test takers could circle or cross-out answers in the test booklet, but you did not get credit for an answer unless you accurately bubbled it on the answer grid. In the digital interface, your only concern is clicking on the correct answer. If the correct answer for Question 2 is (E), all you have to do is click (E) to the left of the answer choice. The tablet will record your answer choice for each question, making mis-bubbling a thing of the past.
Flagging It: The digital LSAT has a FLAG tool that allows test takers to note questions to which you want to return, time permitting. Get used to flagging questions you skip and those for which you choose an answer but want to reconsider or review. In combination with the new functionality allowing you to grey out and eliminate answers, including collapsing answers you know you can safely eliminate, narrowing down your answer choices with visual cues becomes easier. Plus, while on the paper test you couldn’t “un-highlight” a sentence or “uncross” an answer choice, the tablet interface and stylus make this process simple and reversible.
Timing is Everything: On the digital LSAT, the proctor will tell you to get ready for a section to begin, and then they will press a button that starts the section for all of the tablets in the room. When five minutes remain in the section, test takers will see a pop-up alerting you to time remaining. You will not be able to proceed in the section until you actively close the 5-minute-warning pop-up. From that point until the end of the section, you will not be able to hide the countdown timer. When you have less than five minutes remaining in a section, take a moment to click an answer (even if it’s a guess) to each unanswered question you have remaining. Check your flagged questions to decide which you want to go back to review in the time remaining.

But the important thing to remember, according to Anthony Coloca, director of pre-law programs at Kaplan Test Prep, is that regardless of the format July test-takers might be faced with, the content remains the same:

“The LSAT’s sections and questions will stay the same, save for the LSAT Writing Sample which you’ll now take on your own from home. Since July test takers will not know which format they will take the exam in until they show up on Test Day, it’s important for everyone to be equipped with digital test-taking strategies.”

Good luck to all the hopeful esquires out there prepping for the LSAT!

Kathryn Rubino is a Senior Editor at Above the Law, and host of The Jabot podcast. AtL tipsters are the best, so please connect with her. Feel free to email her with any tips, questions, or comments and follow her on Twitter (@Kathryn1).

Last week, right before the Fourth of July in fact, the Ninth Circuit struck a blow against freedom. It upheld two Everett, Washington, city ordinances that effectively required baristas who serve coffee in bikinis to put on more clothes. When reached for comment, Randy Marsh had this to say:

I actually agree with the Ninth Circuit’s outcome here. Not on the law — I think the First Amendment should protect pretty much everybody’s right to wear, or not wear, whatever they want. If I’ve gotta deal with people wearing MAGA hats and driving around with Confederate flags on their vehicles, then I can certainly deal with somebody serving coffee in a g-string and pasties. But I agree with the Ninth Circuit’s outcome just as a “screw you” to the arguments made on behalf of “Hillbilly Hotties,” a bikini barista chain in the upper Northwest. From the ABA Journal:

The plaintiffs had claimed that their minimal clothing had conveyed messages such as female empowerment, confidence and fearless acceptance of their bodies.

Come on now. Serving coffee while nearly nude is not about fearlessness, it’s about jiggling for tips. It’s an insulting argument that minimizes the things that actually need to be done to further advance female empowerment, and I’m glad it got spiked by the Ninth Circuit.

On the Constitutional Law side, though… I want to say that the Ninth is wrong here. From the L.A. Times:

After receiving nearly 40 complaints, Everett, located north of Seattle, passed the ordinances, which apply to coffee stands, fast-food restaurants, delis, food trucks, coffee shops and drive-through businesses.

The baristas who challenged the laws argued they were so vague that they would be difficult to enforce.

Disagreeing, the 9th Circuit wrote: “All an officer must determine is whether the upper body (specifically, the breast/pectorals, stomach, back below the shoulder blades) and lower body (the buttocks, top three inches of legs below the buttocks, pubic area and genitals) are covered.”

“A person of ordinary intelligence reading the ordinance in its entirety will be adequately informed about what body areas cannot be exposed or displayed,” Judge Morgan Christen, an Obama appointee, wrote for the panel.

The court also found that wearing G-strings and pasties did not amount to conduct protected by the 1st Amendment in the context of retail establishments whose employees are in close contact with the public.

I can think of a hundred retail situations in which various states of undress would be fine… they’re called “summer.” I can also think of a number of retail stores which might indeed value informal attire while in close contact with the public. Shirtless models at Abercrombie & Fitch would, arguably, be granted First Amendment protection. I bet shirtless cabana boys wouldn’t be a problem. In fact, I imagine that if “Hillbilly Hotties” had just run out shirtless men to serve the coffee, there wouldn’t have been 40 prude-as-hell local complaints to inspire brand new city ordinances in the first place.

But, this is one of the many reasons I’m not a federal judge. My opinion in this case would have been: “This is dumb, but fine. Next.”

Bikini-clad baristas must cover up, federal appeals court says [Los Angeles Times]

Elie Mystal is the Executive Editor of Above the Law and a contributor at The Nation. He can be reached @ElieNYC on Twitter, or at elie@abovethelaw.com. He will resist.

Singer-songwriter Fiona Apple will be donating the royalties from which song to pay for the legal fees of detained, asylum-seeking immigrants?

Hint: The song won the Grammy Award for Best Female Rock Vocal Performance at the 40th Grammy Awards and was also nominated for Best Rock Song.

See the answer on the next page.

Staci Zaretsky is a senior editor at Above the Law, where she’s worked since 2011. She’d love to hear from you, so please feel free to email her with any tips, questions, comments, or critiques. You can follow her on Twitter or connect with her on LinkedIn.