RUDOLPH HOUCK – ATTORNEY
If you are looking at this website, you probably know one of my clients, colleagues or friends. Welcome. My old website disappeared. Some of the topics covered below are Language (German in my case), Expertise, Examples, Using a Sole Practitioner, Articles and Fees. Please note the LONG list of articles I have written – mainly for foreign business managers and lawyers – and links to the full articles.
INTRODUCTION – I am a general commercial lawyer, but since 1979 I have specialized in helping mid-sized German/Austrian/Swiss companies buy other companies in the United States and one time in Brazil. I have also advised companies based in Italy, The Netherlands and South Africa. Recently, I have done more work for “normal” American clients. When I write “German” below, please think “German-Austrian-Swiss.”
After over 40 years of law practice with law firms big (about 800 lawyers) and small (about 20), I became a sole practitioner/Einzelkampfer in 2017. I also moved my office from Park Avenue, New York, to my study in Pittsburgh, Pennsylvania, the city where I began my legal career in 1972.
As a sole practitioner with over 40 years of experience, I know what I can do and what I cannot.
I can analyze, negotiate and draft most commercial contracts, such as acquisition agreements (stock or asset), technology license agreements, confidentiality agreements and all but the most sophisticated employment agreements. I cannot help with publicly traded stock companies or raising capital for startups. I cannot advise on tax, employee benefits, environmental regulations, patents, immigration or going public. As noted, I am based in Pittsburgh, but I have done transactions all over the United States, including:
California Kansas Ohio
Connecticut Massachusetts Rhode Island
Delaware Missouri Texas
Illinois New York Washington, DC
When I began working for European companies, being based in New York City was an advantage because that’s where planes from Europe landed, and where sophisticated bankers, accountants and advertising agencies had their offices. Today, flights from Frankfurt, Vienna and Zurich land all over the United States. I have done deals without any New York meeting in Wichita, Kansas and Chicago, Illinois – meeting the client there and avoiding the costs of Manhattan hotels. Indeed, I have recently done transactions without ever meeting either the client or the other side.
LANGUAGE – I speak German well. I first learned German in 1962, in high school in Dallas. Frau Webb was a war bride who drove a Mercedes Benz. Learning German is a never-ending project. I studied in Bonn, Munich and Frankfurt. I regularly attend language schools – in Cologne, Munich, Vienna. When I began working with Germans in 1979, my language ability was a big help. Today, I think it is still a big help but German give it less importance. Why? Two reasons: First, they think they speak English well enough that they do not need the help of a German speaker. Sometimes they are right, but often misunderstandings arise which can spell the end of a deal. How can this happen? The American side thinks the Germans understand every word and so INTENTIONALLY “misunderstand” some negotiated point. When I double check – auf Deutsch – what the Germans have agreed to, they sometimes say, “Ach NEIN, Herr Houck. We would NEVER agree to THAT”” So then I have to try to undo the damage. Second. many cities around the USA now have German lawyers admitted to practice law. Some of these transplanted Germans are indeed very good. Some, however, remain essentially German lawyers in their way of thinking. This leads to unexpected results.
My accent is better than that of most of the few Americans who speak German as a second language. (I learned in part from Germans who teach opera singers – so pronunciation is important.) Unless a native German speaker has studied commercial law or accounting in Germany, my vocabular in these areas is better. I spend two weeks in Schweinfurt at a ball bearing factory and developed a technical dictionary.
AREAS OF EXPERTISE – I have worked mainly for family-owned chemical companies, including pharmaceuticals and pigments. Other clients have made computer chips, glass coatings, lenses, electrical equipment, drink dispensers, auto assemblers and testing services, cosmetics, dental implants, packaging, spices, plastic extruders, watch bands, measuring devices, eyeglass frames, concert organizers, building components (to keep skyscrapers from “pancaking”, monumental bronze sculptures, candy, clothing, travel software, fiber optic cable, magazines, puzzles and foundations for solar panels.
I handled the purchase of a series of Texas shopping centers, each with a German-owned “anchor” grocery tenant. A South African client made uranium enriching devices. I advised the Frankfurt airport when Pan American Airlines failed.
Larger clients include ones you have heard of, even if you are not German. I have advised several major art collectors, including on claims arising out of the Nazi period. As a non-lawyer, I translated 150 pages of German-language documents related to the 1930’s sale of an object now in a major US museum. I also helped a European family involved in an estate dispute on the US aspect of the estate.
As a lawyer in a law firm that focused on German-speaking clients, I heard stories of the experiences of colleagues and their clients. For example, major litigation turned on a mistranslation of ONE word (unwiderruflich) in a German document. The other side had hired a translator who was not a lawyer.
SIZE – My smallest transaction was a purchase of a business for under $1 million. (I once sold a house for a German for over $12 million, and the house was a “teardown.”) The largest and most complex was for $100 million, with closings I coordinated in 13 time zones. Complex agreements I drafted in 1988 recently played an important (successful) part in a transaction involving over $900 million.
EXAMPLES – Admittedly, these are odd experiences. Most of my work has been “simply” buying a company, usually in an asset purchase. These were cases they do not teach in law school or even in most law firms.
General Partnership – I advised a Nuernberg family on its sale of an interest in a US GENERAL partnership. (General partnerships are very rare unless the partners have limited liability. But these partners were rich individuals.) The German-trained lawyer on the other side conveniently ignored the continuing liability of my client. That lawyer was a partner is a major Chicago law firm. This was either malpractice or fraud.
Indemnity – Based on an unlimited indemnification clause I drafted, I got the selling shareholders of a St. Louis chemical company to pay the class action claims of users of its products YEARS after my client bought the company. I believe the major St. Louis law firm paid part of the claim.
Damages – I developed a sophisticated “damages” provision, intended to give the buyer of a company the compensation any buyer would expect if a representation in the contract was false. I successfully explained it to the lawyer on the other side. Several years later, I did another deal with different lawyers at the same law firm. They assured me that no lawyer would ever accept my provision. I could successfully show them that at least one did.
Stock Pledge – A client loaned money to a company which pledged its stock to secure the loan. When the borrower did not pay, I gave the borrower proper notice that we would keep the stock in lieu of making a claim. I transferred the stock to my client, we elected a new board and officers, changed the bank signatories and took all the money from the account.
Embezzlement – A beneficiary of a trust noticed that the distributions she received had declined despite a booming stock market. I agreed to get her an accounting for a fixed fee of $1,000. We discovered that her uncle, the trustee, had been embezzling from the trust for decades. We froze his house (so he could not sell it) and, when he did sell, we got ALL the money he had stolen and I got a much bigger fee.
Blackmail – A museum curator was accused of holding art owned by a German-Jewish family in the 1930’s. He could show that his piece was not the one in an auction catalogue used by the claimant as “proof.” The claimant’s lawyer, a French woman, threatened to go to my client’s employer and get him fired. I pointed out that under US law this was blackmail. The French lawyer went away.
Iran – During the hostage crisis (1979-81), I was working with a Frankfurt law firm (now part of a UK mega-firm). We represented a Hamburg bank with the unfortunate word “Iranisch” in its name. Its assets were frozen in the United States. I was based in DC when the funds were finally released and I could make sure they went to Hamburg, not Teheran.
Fiduciary Duty – Two major Silicon Valley companies bought into a small Baltic-based Delaware corporation with German shareholders and developers. The company specialized in cyber security. My German clients were creative and wanted to be able to develop products in addition to the ones in which the California companies had invested. I pointed out that – by being on the board – the Germans had a fiduciary duty to share their new inventions with the California investors. I proposed a simple solution but the Californians refused to accept it. So the Germans resigned from the board. I think the Americans had intentionally set a trap.
Management Mechanisms – Most of my clients are US subsidiaries of family-owned businesses. But I recently structured a small company owned by a German – who had the money and the product – so that two American shareholders could handle the US marketing. The German was to own 40% but control major decisions while the Americans owned the rest and ran the company day to day. Also, the German was to get his money out before the Americans got dividends or payments or dissolution. Not simple.
WHY USE A ONE-PERSON LAW FIRM? – The good part of working with a large law firm is that it can do everything. The bad part? It can do everything. But maybe not as well as a specialist in another law firm. Big law firms (I was with only one and it was very good) can do a lot. But they put pressure on their partners to keep all the work within the law firm and to spread the work out, also to lawyer for whom the client is not important. And their fees are high. A good part – which I have never seen personally – is that a big law firm offers “deep pockets” if something goes bad and – if the client has a legal department – the in-house lawyer can say that the US firm has a top reputation. My brother (an in-house lawyer at a French conglomerate) told me he expected to pay 20% more for the “name” of the outside law firm.
While working in a firm without environmental expertise, I had to find an environmental specialist. I asked my old colleagues, whom I knew to be good. They were all too expensive. Then I went to an environmental boutique. On the subject of hourly rates, the lawyer quoted a number about 50% higher than mine. I told him it was too high. He asked what I would bill. I told him and he immediately dropped his rate to mine. And he did a fine job.
LIABILITY and PERSONAL RELATIONSHIPS – As to liability, I have never worried about a client turning on me. My relationships have always been with either the owner of the business or the head of the legal department. I continue to practice in large part due to the personal relationships.
FAMILY NAME – Bartholomew Hauck immigrated from Heidingsfeld, near Wuerzburg, about 1830. He published German-language newspapers in southern Illinois. He married Anna Senn Deppler, a Swiss widow. The name spelling changed to Houck to distinguish the family from a Hauck family with a bad reputation in the area. So now, my German-speaking clients assume I am Dutch. This is not an advantage.
PITTSBURGH – After 36 years of living in a New York City suburb and commuting 5 days a week into Manhattan, we moved to Pittsburgh, where I began my legal career in 1972. In many ways, Pittsburgh is like Germany. Everyone knows everyone. It was the center of American industry for almost two centuries. It is the first non-coastal American city – moving from east to west – with a waterway permitting access to Europe and the world, by way of the Ohio River, the Mississippi River and then the Gulf of Mexico. This plus coal, needed for steel production, made Pittsburgh a dirty, smoke filled city – one famous for having its street lights on at noon. Pittsburgh steel was used in the Empire State Building, the Golden Gate Bridge, the Panama Canal and the Trans Siberian Railroad. The richest people in the USA lived or had homes in Pittsburgh. The art they collected is now in major museums in New York and Washington, DC. Famous names include Mellon, Carnegie, Heinz and Frick. Company names include US Steel, Alcoa, Gulf Oil, Fisher Scientific, H.J. Heinz. Money from these companies and families helped Pittsburgh transition from heavy metal to the digital economy.
The city is now a center of health care and medical research, for the digital economy and for university study. With a reduced population in the city boundaries of only about 350,000, about 80,000 of them are college students. Perhaps 150 German, Austrian and Swiss companies are located in Western Pennsylvania. The director of the Pittsburgh Symphony (Manfred Honeck) is Austrian. The orchestra regularly tours European cities.
BASIC CREDENTIALS – I was born in Scranton, Pennsylvania, about a 10 minute walk from President Biden’s home. The family moved to Dallas, Texas in 1950, where I attended public schools. Tuition to The University of Texas in Austin was essentially free for Texas residents, so I went there and graduated in 1969 from the honors program. I spent summer of my first year at a language school in Bonn and my 3rd year at the University of Munich.
Thanks to a Texas professor, I applied for and won a full scholarship to The University of Chicago Law School. I graduated and passed the Pennsylvania bar exam in 1972. I joined a mid-sized, regional law firm where I learned my basic legal skills, also working mainly for family-owned businesses.
In 1979, I applied for an won a scholarship sponsored by Georgetown University (Washington, DC) and received an LLM (Masters of Law) in 1981. The program took me to Frankfurt, Germany, where I was permitted to work with two excellent law firms.
I was admitted to the New York Bar and recently reactivated my Pennsylvania admission.
ARTICLES AND REPORTS – When I joined a German-focused law firm in 1981, my partners somehow assumed that I knew how to do business acquisitions. I did not. Little by little I taught myself, using models. American contracts are much longer than German ones, largely because German law is codified. My job was often to distill a US contract to half its original length by cutting out repetition, but without increasing the risk to the client. Later, during slow periods, I would research the “standard” language of US contracts. Sometimes I discovered that they did not work or make sense, so I would revise them and then write an article about the subject.
Germans doing their first US acquisitions would ask the same questions. Finally, I made a catalogue of the questions and answered them all at once, in an article. In the process, I learned how Germans (and Swiss and Austrians) ASSUMED US law worked. They did not ask questions about these assumptions. So I addressed them. Those unasked questions were more dangerous than the asked ones.
An advantage for a lawyer working with a European company in the United States is that the client has already achieved success in its home market. The owner has business and some legal experience.
Besides substantive law articles, I have written reports of travel – no so much where to eat or museum to see – but rather topics discussed with lawyers. I have attended tens of conferences, mainly on international relations but also on scientific developments.
Yes, all these meetings and publications were a form of business development and advertising.
I have spoken on business acquisitions, German vs. US concepts of privacy, fracking and the history and importance of Pittsburgh.
FEES – Prospective clients usually want to know about hourly rates. These rates are important, but they are misleading. I generally bill at $380 an hour, down from $500 when I left the large law firm almost 15 years ago. I do not employ a paralegal, so if I do work that a paralegal could, I take that into account. I recently was sloppy in keeping track of my hours on a transaction. Cap on fees? I think these are very dangerous. Once there is no consequence to the client’s asking more questions or negotiating on and on…. I recently got sloppy about keeping track of my time. I thought I could trust the client and told him to send what he thought was fair. I returned 1/3rd of the payment – a 5 figure amount. In another case, I told the client that I would not charge more than the attorney on the other side. That was a mistake. I have waited now for approximately 5 years for payment of fees in a family dispute. Looking back, I have fired about 5 clients, including Lufthansa, a major Italian cosmetics company and a German real estate developer because they did not respect the fee aspect of our relationship.
MY HISTORY WITH GERMANY/AUSTRIA/SWITZERLAND – I began to learn German about 1960 because my older sister had learned it. In 1966, I spent the summer at a US-run language school south of Bonn. I spent 1967-68 in Munich at the University. I picked up German again in 1979 and was awarded a very generous 2-year stipend to study at the Goethe University in Frankfurt and at Georgetown University in Washington. While in Frankfurt, I worked with two excellent law firms. I am in contact with former colleagues still. On my return to the world of law firms, I joined a 20-person firm in New York City formed by German Jewish emigres. I began to travel to Germany regularly. I joined several German-US organizations in New York and Washington. I organized German-language instruction in the law firm. Through an old German friend, I was offered membership in 1999 in the Atlantik Bruecke. Through the same friend (and with the cooperation of MANY other German friends) I was awarded the German Distinguished Service Cross / Verdienstkreuz.
I continue to travel regularly to Germany, interrupted only by the Crona Virus. I regularly attend German language schools and have organized several German language discussion groups in Pittsburgh.
An aside – While in Berlin perhaps 10 years ago, I got an invitation to Hessenfest. There, I ran into Cherno Jobatey, who kindly told me about a recent spat over taxes between Chancellor Merkel and Roland Koch. A few minutes later, a roving TV crew asked me what I thought about the tax matter. Not long after, I was standing at a small table with a friend. Two places were still free. The Chancellor and Minister Koch. We were quickly surrounded by photographers.
CONTACT – I have two emails – email@example.com and firstname.lastname@example.org. I try to use the rhoucklaw.com email for legal matters. My phone is 001 914 434 1710. My address is 5023 Frew Street, 7A, Pittsburgh, Pennsylvania. We are immediately next to Carnegie Mellon University and a 10-minute walk from the University of Pittsburgh.
PUBLICATIONS / REPORTS
Based largely on questions repeatedly raised by German, Austrian and Swiss clients, I began writing memos and articles to address these. Most are for that audience, but some reflect many hours of research resulting in recognition that “standard” contract provisions – damages, warranty survival, rights of first refusal, for instance – do not work. Often a party trades away something valuable to get a “right” that cannot be enforced.
Doing a Deal with the Germans – 13 pages cover German society in general, technology, the legal system and contract style, German management structure, labor laws, negotiation styles, German directness and the importance of family-owned companies. Some aspects are dated but most are still relevant. https://drive.google.com/file/d/1r06oqqivNNroyNjDlWR-keAjK4dT3YnO/view?usp=sharing
Selling Your Company – 16 pages in outline form for both Americans and foreigners. https://drive.google.com/file/d/1LD7sbWQMgcxsE38U_Yjb8l0NADMG_hj3/view?usp=sharing
Buying a House in the USA – 4 pages on the basics of buying a house, intended for Europeans but helpful for Americans. https://drive.google.com/file/d/1CanNiPeOb6c7XqIDbOPMRGYf266taEIX/view?usp=sharing
Achtung beim US-Immobilienkauf – A German language version the English article, describing buying a house in an auction by the holder of a defaulted mortgage, including title insurance and other differences from the German system. https://drive.google.com/file/d/19mAInhxNUbhnbIeDJYayxSGXm3UxiKvP/view?usp=sharing
Acquisition Process Speech – 10 pages in outline form, describing the process. https://drive.google.com/file/d/1g1EF0WgHZVgvalWj96GY08tHL8Apgt7U/view?usp=sharing
Legal Framework for Sales in Germany – 5 pages on how a company can distribute goods in Germany, intended for US and other non-Germans setting up a sales operation in Germany. https://drive.google.com/file/d/1vaXoe43JoYLufa4q8CJObLQyrbRd-yTZ/view?usp=sharing
The Wally Decision – a 4-page summary of the New York decision regarding the ownership of the Egon Schele painting, without comment. https://drive.google.com/file/d/196gVBwinU1iXjOvmjxom16csVFllLSkp/view?usp=sharing
How Do German Contracts Do As Much With Fewer Words? – 5 pages summarizing a law review article on this subject. https://drive.google.com/file/d/10KRC4_11HuS7ivPXKUasndPpdC1KXyy_/view?usp=sharing
Formation of a US Subsidiary – 8 pages describing the US incorporation process, pointing out the many differences between US and German corporations. https://drive.google.com/file/d/1ROlPvuuMzrr-QyaA5kc-kzIFNQvoMHWN/view?usp=sharing
Enforcement of US Judgments in Germany – 4 pages on the German process, written by Tim Montag when he was a Referendar / German trainee. https://drive.google.com/file/d/1RAFGpNZbVao827cin2Uvo0PAeg77EwHl/view?usp=sharing
Unerwartete Risiken und deren Minimierung in M&A Transaktionen – 19 pages, essentially a German version of the English article. https://drive.google.com/file/d/1Pj2u8UfEygjinbkih3MpPUBlbFQG7R7z/view?usp=sharing
Minimierung des Halftungskisikos in den Vereinigten Staaten – 17 pages on a favorite German question – how to minimize liability – for which there is no simple answer. https://drive.google.com/file/d/1RAFGpNZbVao827cin2Uvo0PAeg77EwHl/view?usp=sharing
Limitations of Product Liability – 6 pages intended for lawyers advising manufacturing clients which sell to other businesses, not to consumers – how to limit or exclude liability due to “defective” products. https://drive.google.com/file/d/1_f8GQkxcqL52Aijj1HNEGC_r-fZWJED7/view?usp=sharing
Battle of Printed Sales Forms – 13 pages on the risks of accepting the other side’s printed terms and conditions and how to avoid them, including a chart showing various scenarios. https://drive.google.com/file/d/1A9lW-meFzE451ipsleQ5sDkY6BLiz9t8/view?usp=sharing
Closing May be Only Halfway Through the Transaction – 21 pages describing the factors that go into formulating M&A contract representations and post-closing claims and recovery, measure of damages. https://drive.google.com/file/d/1TC0G28LKywAD1goKkwxA_zT-uCxGXC0B/view?usp=sharing
US Law Basics for Visiting German – 3 pages with 26 points about US law, the result of learning one of our many German legal trainees had somehow not learned the basics during his stay. https://drive.google.com/file/d/1yIz_k-mXllZMsgfYvSbnAZqstZrGgzLi/view?usp=sharing
Amerikanische M&A Praxis -Was Deutsche Anwaelte im Hinterkopf Behalten Sollten – 14 pages covering the biggest differences between German and US acquisition agreements, such a letters of intent, due diligence, choice of law, authority of the signer, capital requirements and sandbagging. https://drive.google.com/file/d/17513TR1ZIMPwgAc9WcWVQxQOu15pY0dm/view?usp=sharing
Common Values – But Not When It Comes to Data Collection – 26 pages published in the Festschrift for Dolf Weber, on German vs. American attitudes about privacy. https://drive.google.com/file/d/1po-6gAUJP3eF4W_oVrYZ8vffninChgvd/view?ths=true
Restrictive Covenants in Venture Capital Contracts – 5 page summary of a 50 page article by a finance professor. https://drive.google.com/file/d/1f-kypmGjEeL9eV5-JLiW422YI-YFvR6E/view?usp=sharing
Wirtschaftliche Risiken beim Schuldrechtlichen Vorkaufsrecht – 10 pages on the unappreciated problems and costs represented by a simple right of first refusal, a right often granted as if it were harmless. This article was not finished, but shows some of the difficulties. https://drive.google.com/file/d/1iUgVLYAD2lJ1s8gsDK7tgQeSbFxTWVMB/view?usp=sharing
Rights of First Refusal – 10 pages published in Practical Lawyer, describing the risks of this common clause and how to protect against the unforeseen risks. https://drive.google.com/file/d/1vqD_HpVEC9dOJAnNbJv0cO0Cibv0pyor/view?usp=sharing
Funktion & Durchsetzbarkeit eines Letter of Intent – 6 pages published in M&A Review, with advice on the risks that letters of intent can present, especially if signed without legal advice. https://drive.google.com/file/d/1VCzVZq0kxrML8mB3jX00a7Mp1JobI8pc/view?usp=sharing
How to Make Your M&A Fees Predictable – 6 pages published in Executive Counsel, the article looks at acquisitions from the standpoint of legal complexity and allocation of risk. https://drive.google.com/file/d/1K7UP6jBXyvqd08G96JUGTxJRhB7tnIsS/view?usp=sharing
Cautionary Tales – 8 pages published in German American Trade, listing assumptions many foreign business people bring with them. https://documentcloud.adobe.com/link/review?uri=urn:aaid:scds:US:0100ff1e-0bc2-4d37-9455-f51c7d371031
Shoe is on the Other Foot when Management Buys – 4 pages published in Executive Counsel, what representations should Buyer and Seller give when the Management Buyer knows more about the company than the Investor Seller. https://drive.google.com/file/d/1OmWuQ7IJ7p0YVQ0amP72K9gUjq7sWhfk/view?usp=sharing
Go-West: Die Gründung einer US-Corporation vor dem Spiegel des deutschen Kapitalgesellschaftsrechts. Ein Überblick für Investoren und Berater – 13 pages covering the basics of forming a US corporation and the differences from the German system. https://drive.google.com/file/d/12SeqqGb9pE3vCdS3dEHVdh-x8dwyLW0M/view?usp=sharing
Bewuesstseinstraining gegen Diskriminierung – 6 pages warning German managers not to say things they could say in Germany and why not. https://drive.google.com/file/d/10bISg-kWfaiUXVCVprjjb36h3FKBGX8p/view?usp=sharing
Cat and Mouse at the Deal Table – 5 pages published in Executive Counsel, risks that arise when businessmen sign letters of intent without legal counsel. https://drive.google.com/file/d/1axq2c4IoqpZdknCy2RcxNLcDXBf3Op9J/view?usp=sharing
List of Pro-Buyer Points in International Purchase Agreement – 3 pages with 31 points to consider when buying a product internationally. https://drive.google.com/file/d/1oDbAMcZgC7BgWIzo2zfrqJl9_87n60h2/view?usp=sharing
Common Errors by Foreign Businessmen – 4 pages published in German American Trade, listing mistakes made because “that’s how we do it at headquarters back home in Europe,” mistakes that can lead to unlimited liability. https://docs.google.com/document/d/1KxOfKP_z4NjoYjKmvd4Lm3VBFIa6LS7staeIstRINzY/edit?usp=sharing
Punitive Damages – How Juries Decide – 7 pages published in German American Trade, there is no silver bullet, but the article gives practical advice on how businesses can take defensive actions before the claims arise. https://drive.google.com/file/d/1dCFQ4sUeAI_J8aBAzTCbB4PiJ48WZeFC/view?usp=sharing
Cat and Mouse at the Deal Table – Letters of Intent in Small and Mid-Sized Transactions – 5 pages published in Executive Counsel, deals with the risks of letters of intent, especially if business people have executed one without legal counsel. https://drive.google.com/file/d/1axq2c4IoqpZdknCy2RcxNLcDXBf3Op9J/view?usp=sharing
Interpretation of English Contracts Under German Law– 4 pages translated and summarized from an NJW article dealing with contracts written in the second language of both parties. https://drive.google.com/file/d/1aTIYFT8fcmHB3mGd6bhb6ymXreOZxMAW/view?usp=sharing
Vertragsanlagen – Die Stiefkinder der Vertragsentwuerfe – 7 pages published in M&A [German magazine], on how exhibits can make the text of the contract irrelevant; a translation of an article on the role of exhibits in M&A contracts. https://drive.google.com/file/d/1mUzS0agDJ3xYS6NMK6kJ0V9h5v5iJZoF/view?usp=sharing
Die Risiken des amerikanischen Delektrechts bei M&A Transaktionen – 6 pages published in M&A Review covering how to make claims outside the terms of the written acquisition agreement. https://drive.google.com/file/d/1ltVlvpXc5vL9EcBV3gmr0eittYN3gNS2/view?usp=sharing
Die unterschiedliche Auslegung einzelnen Schadensersatzpositionen im Amerikanischen Vertrags und Delektrecht im Ramen von M&A Transaktionen – 5 pages published in Recht und Steuern, a discussion of different kinds of damages buyer may claim in the M&A context and how contract provisions affect them. https://drive.google.com/file/d/1fAgqcImberhz1B7-gXKDppAosWV-vlBo/view?usp=sharing
Die Fesstellung der organschaftlichen Vertreungsverhaeltnisse in den USA – 4 pages published in M&A Review contrasting German and American procedures for proving that a signatory to a contract has the power to bind that company. https://drive.google.com/file/d/1Yw67fZzg7nJaJLEyc5ELAsGNDsgSjZsc/view?usp=sharing
Effect of Mergers and Acquisitions on Requirements Contracts – 7 pages in law memo form, with case citations. How is the obligation to purchase or supply another’s “requirements” affected by an acquisiton? https://drive.google.com/file/d/1vqZpnf-fNiFbx_clVcs87OF27aAhztJp/view?usp=sharing
A Foreign Manager’s Introduction to Discrimination – 5 pages published in German American Trade outlining things European managers might say in Europe but have consequences in the USA. https://drive.google.com/file/d/1Pj2u8UfEygjinbkih3MpPUBlbFQG7R7z/view?usp=sharing
CONFERENCES, SPEECHES, PANEL DISCUSSIONS / TRAVEL
Below are over 70 summaries of various speeches, panel discussions and conferences.
Farther down are a few memos on things heard wile traveling in Europe and advice on where to stay, eat and see art.
Most are on German-US politics and economics, but other topics include science (especially Falling Walls), digital economy and law (American Bar Association International meetings). One is over 20 years old, but they all have some value. The 2008 economic meltdown and Greek collapse is a frequent topic. Also China, trade, the Middle East.
2001 Henry Kissinger Remarks – 1-1/2 pages summarizing comments made by Dr. Kissinger only weeks after 9-11. https://documentcloud.adobe.com/link/review?uri=urn:aaid:scds:US:2b07deb5-c311-4aa2-9751-16b16e8fb513
2005 Carnegie Bosch Innovation Conference – a 10 page summary of an excellent 3-day conference; possibly holders of MBA degrees will already be familiar with these insights. The participants also commented on differences between the US, Germany and other countries.
2008 Atlantik Bruecke – Canadian Conference – 20 pages on global warming and energy, including Otto Schily.
2008 Economy and Green Energy Report – 5 pages – U. Chicago economists discuss the recent economic collapse and energy, noting, for example, the importance of methane.
2009 Heard at Conferences – an 8-page summary covering global warming, terror, Obama early in his presidency, BRIC’s. Over 12 years old but still relevant.
2009 Afghan Briefing – 3 pages – this war is still going on, so this 12+ year old summary is still relevant.
2009 Atlantik Bruecke DC – 14 pages on an excellent conference including presenter ex-Secretary of State Brzenski.
2009 Chicago Economic Forecast – 4 pages of predictions by U. Chicago economists post economic meltdown.
2009 Draeger Trans-Atlantic Conference – 17 pages on trade, standards, market segments and geopolitics shortly after the 2008 economic collapse.
2009 Dresdner Investment Conference – 26 pages of insights and predictions by 26 top German companies regarding their business prospects and the world market, post economic melt-down.
2009 German Canadian Conference – 14 pages on Afghanistan, BRICs and global trade from the German and Canadian perspectives.
2009 Klaus Kleinfeld – Alcoa CEO – 2 pages on a German executive’s views, including Obama, economic recovery and America’s lack of international vision.
2009 Where is Pharmacy to the World? – 5 pages distilling an academic paper by a Harvard Business School Professor comparing US and German pharmaceutical histories and concluding that the USA has replaced Germany as the leading manufacturer and developer of drugs.
2010 German Observations – 7 pages on every aspect of German life and business, including humor.
2010 Advantage Austria Conference – 8 pages on innovation and international trade as discussed by CEO’s of Austrian companies and economists.
2010 Atlantik Bruecke DC Conference – 30 pages on China, the economy and US politics (American Heritage spokesman says Tea Party is equally split Republican/Democrats), also Citizens United. Chuck Hagel and John Lipsky are included.
2010 German-Canadian Conference – 10 pages of discussion about trade, digital security and finance by top businessmen, diplomats and economists.
2010 Atlantik-Bruecke-Woodrow Wilson Conference – 19 pages on Afghanistan, Russia, Iran and the world economy.
2010 Atlantik-Bruecke-Woodrow Wilson Conference 2 – 16 pages on Afghanistan, Greece, China in Africa, effect of economic disaster on EU influence.
2010 Austrian Art Restitution – 16 pages on a 2 day conference regarding then new efforts by Austrian museums to deal with the aftermath of the Nazi era.
2010 Economic Presentation – 5 pages – a top US economist spoke off the record about trade, competition, politics.
2010 Five Presentations – 5 pages covering top economists, diplomats and Theodor Sorensen – author of Profiles in Courage, covering the growing wealth gap, the recession, Turkey and the role of international law.
2010 Fracking Conference Vienna – 17 pages on energy politics and pipelines in Europe, including state policies and traditions which affected petroleum extraction.
2010 ABA International Conference – 13 pages on arbitration, standards of justice, bubbles, China, trade, art restitution and bankruptcy
2011 Advantage Austria – 3 pages on US- Austrian relations, difficulties of networking in the USA and a frank assessment of US Congress.
2011 Austria Connect – 13 pages on Austria and its relationship to the USA, including education, cultural differences, outsourcing and a presentation by Nobel Prize Winner Eric Kandel. [NOTE DUPLICATE]
2011 Atlantik-Bruecke-Canadian Conference – 11 pages focused on EU budget problems, Greece, Turkey and Libya. Wolfgang Ischinger was among the speakers.
2011 Bouffier Speech – 2 pages – Minister President of Hesse, Germany talked about the Euro Crisis and US-German relations.
2011 Canadian Embassy Berlin – 4 pages on the world as seen from German and Canadian eyes, mainly the economy, trade and youth unemployment.
2011 CDU Speech – 3 pages regarding a speech by a CDU politician covering trade, economies and relations with the USA.
2011 FAZ Journalist – 4 pages on then current events, mainly in Germany.
2011 Falling Walls – 14 pages covering presentations (mainly science and technology) from the best international conference. Chancellor Merkel spoke.
2011 German Marshall Fund – 6 pages on the Republican Party, Obama, the EU and the world economy. The observations on the Republican Party are remarkably accurate.
2011 Werner Hoyer Speech – 2 pages on the Greek economic crisis.
2011 Claus Kleber, ZDF News Anchor – 2 pages with a news overview, including a shocking story about “President Biden” and Monica Lewinsky.
2011 Lobbyist Discussion – 2 pages of points regarding Germany, energy, debt.
2011 Princeton Economist – 3 pages on energy, debt and the international monetary system.
2011 Juergen Trittin / Greens Speech – 3 pages on the European economy and world affairs.
2012 Economist at a Major US Lobby – 2 pages of observations, largely economic, still dealing with the 2008 melt down.
2012 ABA International Conference – 21 pages covering 13 topics, including the Nuernberg Trials and trade secrets in Mexico. The range of topics is amazing.
2012 International Conference DC – 3 pages, despite being an international conference, many topics were about US voting – insights which have become only more important over time.
2012 Austria Science Talk – 2 pages in rough form about science study in Austria and what happens to Austrians who study there.
2012 Austria Conference – 18 pages on business (particularly Austrian ones in the USA), politics and science
2012 Republican Global View – 3 pages of observations by HK, covering the coming election, US and German politics and major world issues.
2012 Two German Experts on the Euro – 6 pages of observations by two experts, focusing mainly on the Greek crisis.
2013 Atlantik Bruecke Innovation – 3 pages with 27 points on how to encourage innovation. View the world like a dog. Get along without something basic for a week – like a refrigerator.
2013 Crisis Management – 6 pages on how to deal with all sorts of unexpected problems. Even if you are never responsible for the reaction, the memo can make you aware of the issues.
2013 von der Leyen and Hans-Juergen Klose – 3 pages about two different presentations. Von der Leyen has come a long way. Different parties, but remarkably similar. Turkey, China, immigration – all covered.
2013 Kornblum Speech – 4 pages on the Euro, consumerism, what would become Brexit and trade. Kornblum is very smart.
2016 Digital Economy – 3 pages on the digital economy from guilds to the internet.
2016 Digital Conference – 5 pages on the digital economy in the USA and Germany but with general trans-Atlantic information at the end.
2016 Digital Economy in Germany and Brooklyn – 6 pages on the effect of computers on society and the economy
2016 Russian Expert – 6 pages, a Georgetown professor and frequent TV commentator gave her take on Russia’s role in the world.
2016 Falling Walls – 6 pages distilling many interesting new, scientific development at a conference held on the day Trump was named US President.
2016 Michael Hayden – 6 pages on Europe, the USA and the CIA.
2017 Computer Allocation of Capacity – 2 pages about the physical and programming limits of computers in driverless cars and space vehicles, based on CMU professor lecture.
2017 Economic Outlook – 4 pages of predictions by 3 U. Chicago economics professors, including productivity, BREXIT, Merkel.
2017 Falling Walls – 8 pages covering advances in DNA, drugs, pollution and robots. Always amazing.
2017 Juergen Ruettgers, CDU Minister President – 4 pages on Trump, Polish and Turkish immigrants and German estate taxes.
2017 CMU Sports Analytics Conference – 2 pages on data and sports data as an example; CMU is a leading US computer science center, key to Pittsburgh’s transformation from steel.
2017 German Conference Gabriel – 3 pages including Sigmar Gabriel, NATO, Marshall Plan and Trade.
2018 ABA International Conference New York – 15 pages on block chain, privacy, Brexit and other international law matters.
2018 Falling Walls – 7 pages, largely focused on start-ups, including robots, block chain, the interface between humans and computers.
2018 German Studies Association Conference – 10 pages of US German history professors’ presentations on many aspects of German history, in particular Germany from 1900 – present.
2019 German-Canadian Conference – 8 pages on economics, elections, trade, China and data.
2019 Falling Walls – 10 pages summarizing a wide range of new, science-based developments and a presentation by Timothy Garten Ash.
2019 Falling Walls 2 – 9 pages on scientific developments.
2019 NATO Conference – 5 pages in outline form covering German and US defense, NATO policy, Trump and Russia
Benghazi Summary – 4 pages summarizing the official 39 page report on what happened; politicians and the public do not seem to care about the facts.
Brexit TV Interview – 4 pages in outline form listing most if not all Brexit issues, ones that indeed turned out to be the most relevant, even today, years later.
Gettysburg – 5 pages summarizing lessons learned from a retired military commander and a Penn State history professor. Management, news manipulation, military tactics and mistakes, all covered.
Afghanistan Report – 2 pages on talk by military expert.
Brief Observations by 4 Experts – 1 page of observations about international relations and politics.
2019 Washington Conference – 6 pages, various journalists and administration experts talk about fake news, trade, regulations Trump and China.
2019 German Travel Notes – 4 pages of observations about what is being discussed in Germany, but also travel notes on Düsseldorf, Cologne, Bonn, Frankfurt, Stuttgart, Zurich
Michale Meyer – Fall of the Wall – 1 page summarizing the real history of what brought down the Berlin Wall. But no mention of Bruce Springsteen.
Ronald Harry Coase U. Chicago Economic Conference 2010 – 33 pages on markets, externalities, cap and trade, land development and spectrum auctions. Coase won the Nobel Prize for Economics.
Tapping Reece Law School – 2 pages, mainly on America’s first law school, but also a map on economic productivity 2013.
Verdienstkreuz Speech – 4 pages on receipt of Bundesverdienstkreuz.
Wealth Tax – 4 pages distilling pros and cons and history of a wealth tax from sources left and right.
German – US Differences – Americans think they are like cousins to the Germans, with few differences. Yet the number and extent of differences is great.
THE CLOSING MAY BE ONLY HALF WAY THROUGH THE DEAL –
BATTLE OF THE FORMS
CYBERCRIMES – 1 PAGE
I have been traveling through Europe since 1966 (then by hitchhiking and staying in youth hostels), mostly in Germany, but also Austria and Switzerland. I have also had clients in South Africa and have been there frequently and recently. I try to stay where locals stay and eat where they eat (albeit well). I avoid taxis. I wash my own clothes. (Once I forgot my luggage at a hotel and traveled for a week, washing my clothes nightly and ironing the shirt each morning.) These memos are a combination of travel recommendations and impressions gotten.
A general recommendation – Michelin (associated with fancy, expensive places) has a ranking Bib Gourmand. These are usually mid-range restaurants offering VERY good regional cuisine. Often these restaurants have simple, but quiet, clean rooms associated. That way you can enjoy a dinner without worrying about being stopped by the police. European alcohol tolerance is very low.
2009 German Trip Notes – 3 pages of observations about current topics in Germany, NOT travel advice per se.
2010 German Trip Notes – 2 pages mainly affected by the economic situation.
2011 German Trip Notes – 1 page of observations, mainly about the military and allieances
German Trip Observations 2012
2019 German Trip Notes – mostly towns in the old DDR, but also Darmstadt, Aschaffenburg and Coburg. All wonderful.
Travel Advice – Berlin and Frankfurt – places to go (and stay away from) in those two cities.
German Travel – 5 pages on Bonn, Cologne, Duesseldorf, Frankfurt, Mainz, Hannover and Berlin.
German – Austrian Travel – 2 pages on Hamburg, Berlin, Vienna.
Traveling in Germany – 16 pages of observations about how Germans are different from Americans, especially in social and business settings.
South Africa Travel Advice – Updated 2020 – 10 pages of general and specific advice, from towns and regions to places for dinner; no need to spend a lot going to big game resorts
2019 Iceland-Vienna – 2 pages of observationshttps://documentcloud.adobe.com/link/review?uri=urn:aaid:scds:US:1f6a5413-d771-4f9e-823f-c0744ea516a6
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