small and country firms are filled with bullish, inexperienced cowboys who don't know what they don't know and are used to making their living through sheer aggression.

lawyers somewhere in the middle tend to merely be aware that they can fuck something up with ONE WRONG MOVE on these issues and are overly cautious about losing a big client of the firm based on a misstep. They don't have the experience to speak authoritatively on anything business related to they submissively urinate down their legs and roll over to expose their belly, shaming their ancestors and children at once, while confidently announcing the identification of a business issue.

(http://www.autoadmit.com/thread.php?thread_id=4064851&forum_id=2#36713886)

“Hey hey hey now mu-cha-cho. It’s like my great grandpa always saieed, a horny toad catches flies in the bush. And boy, that’s what I reckon I’ll do here. Catch flies”

(http://www.autoadmit.com/thread.php?thread_id=4064851&forum_id=2#36719795)

'wtf i just asked you to review an 8-k'

(http://www.autoadmit.com/thread.php?thread_id=4064851&forum_id=2#36713936)

2) no one disputes netting, unless talking about order of recovery for RW policy, which is more complex and would be in the term sheet.

3) would be in the term sheet.

(http://www.autoadmit.com/thread.php?thread_id=4064851&forum_id=2#36714121)

Although economic in nature, most of that shit is 90% exactly the same.

de minimis is like $5k-$15k but I'd def. bracket in the first draft for the client to confirm.

netting insurance proceeds--sure but no obligation to sue and net of cost of collection. If R&W policy then I think the R&W insurer is just subrogated and could seek collection--not actually sure how that is supposed to work since usually a separate provision on mitigation and the like. In a R&W Policy deal it's really not an issue.

fundamental reps are the true fundamentals plus no brokers and tax and maybe environmental and benefits. Assets in an APA. I'd try to get non-contravention and maybe related party transactions. Anything that's a known risk is probably an uncapped special indemnity that has been talked about as a diligence issue.

(http://www.autoadmit.com/thread.php?thread_id=4064851&forum_id=2#36719075)

Lol xo2018, are you even a lawyer?

(http://www.autoadmit.com/thread.php?thread_id=4064851&forum_id=2#36723231)

Your anger makes no sense. What would they have to gain from engaging with you? Doesn't sound like you are going to budge, might as well have the client see if they can call your master and see if they can make you move.

(http://www.autoadmit.com/thread.php?thread_id=4064851&forum_id=2#36719711)

with the possible exception of wachtell (which gets to put its name on marketing materials alongside banks in certain cases) lawyers have nothing to say about business issues (except perhaps to other lawyers on points that don’t actually matter). the idea of lawyers opining on valuation or EPS dilution is comical. get the fuck out of here lol.

(http://www.autoadmit.com/thread.php?thread_id=4064851&forum_id=2#36720762)