August 2016

U.S. Court Says "No" to Aramco IPO?


In a reported 2004 case involving Saudi Prince Walid bin Talal's Kingdom Holdings, a United States district court was asked to analyze whether or not the ancient shari'a doctrine prohibiting
gharar (uncertainty)--a prohibition as strong as the Islamic prohibition against interest-- applied to the valuation of a company's securities. This is not a trivial question because under Islamic contract law, uncertainty vitiates contracts, including contracts for the purchase and sale of securities. 

Quoting from the decision,

"[Kingdom Holdings] contends that if the Court were to reject the Guideline Company Method [a method for the valuation of companies], that rejection would imply that no one in Saudi Arabia could enforce a contract to buy or sell shares of stock in a company to the extent the price did not reflect the tangible value alone of that company's assets. This may very well be the case."   

So if Prince Walid was right in 2004, the value the shares of an Aramco subsidiary sale (or 5% of Aramco) would be limited to a percentage of "the tangible value alone of the company's assets." 

While this decision is "only" a decision of a United States District Court and not a higher Court of Appeals, for an Aramco IPO to be successful this decision must somehow be explained away. Because the U.S. decision is based on Saudi law, at the very least it would take a decision from Saudi Arabia's Board of Grievances permitting gharar to set things straight.  Standing against such an advisory opinion are centuries of Islamic jurisprudence. 

Pricing an IPO will have to take this opinion into account or at least find a way to distinguish it. That may not be easy. In any event, the opinion creates yet another roadblock for an Aramco IPO. 

Whether the New Jersey opinion is followed or not, this is precisely the kind of problem that obtains by removing Aramco's sovereign immunity. Before Aramco could just say, "go away." Once sovereign immunity is removed, Aramco will no longer be able to do so.

(National Group for Communications and Computers, Ltd. v. Lucent Technologies Int'l, 331 F.Supp.2d 290 (D.N.J. 2004)  (Read the decision:

Hillary Needs Trump: Donald and Kim


One year ago, George Stephanopoulous laughed uproariously when one of the guests on his show mentioned possible candidates "...or Donald Trump." Trump had not declared and the mere idea that he could be a candidate was risible, until it wasn't. Trump took the best and the brightest that the Republicans had to offer and beat them all. Many had thought that Jeb Bush would take the nomination. There certainly were other competent candidates. But it didn't matter.

Trump beat them all. He beat them all precisely because he doesn't play by the rules of the game, at least as those rules are understood. 

Errors that would have sunk any other candidate were explained by Trump as "sarcasm" or "joking."  The media, not used to this, still hasn't completely learned how to handle it or how to deal with Trump effectively. They are absolutely appalled that he might win the election and so have commenced a 24/7 attack, hoping that something will stick. But it hasn't. At this point, that's the only thing they can do. They are hoping for a Trump meltdown, praying for one, because they know that when he gets into a debate with Hillary, her chances of winning disappear. That is because Trump has already handily bested all of his Republican contenders. 

Hillary is a mediocre public speaker, coming off a damaging primary campaign, going into a debate against someone whose sole talent is public speaking. History doesn't repeat, but it rhymes. Once upon a time there was an election where a wild card foreigner who had spent time in prison for trying to overthrow the state somehow came out of nowhere to win.

Hillary will have difficulty debating Trump, because if she decides to get personal--the only area where Trump really is vulnerable--she invites him answering in kind, and God knows Hillary has problems:

--all of Bill's excesses 

--Clinton Foundation pay for play donations
--mishandling of classified information
--lying under oath
--discovery of missing Rose Law firm records in her bedroom
--Vince Foster suicide 
--more of the same policies

When Reagan ran in 1976, even though he had been governor of California, the MSM's attitude for the longest time was, "how can that kook Reagan be president?" That attitude was so strong that John Anderson based an entire political campaign on it:  "when the American people go into the voting booth, their rationality and good sense will take over and they will not pull the lever for Reagan." But guess what? They did. 

Paradoxically, Hillary needs Trump. Running against any other candidate, she wouldn't have a chance. She has only had one managerial or executive position in her entire career and that was when she ran the State Department. Her four year tenure was hardly a success. 

The Democrats had to get someone to run against Hillary in the primaries. The "safe" candidate would be someone who had no chance of winning, a lefty, since at the end of the day Americans will never let a lefty win. Let the Boomers have their moment of nostalgia for their collective anti-war, leftist youth, their Daniel Cohn-Bendit, "when you are leftist you are always young"--there was no way Bernie would win. The Boomers grew up, the girls who said yes to boys who say no became soccer moms and then more conservative than even their less-enlightened, government-believing parents. 

The problem was, Bernie was winning. And he kept winning. The only way they could stop him was by using the whole Democratic National Committee to steal the Nevada and California primaries. If California had not been stolen from Bernie, could he have won? Think Gary Hart in 1980. If not for Donna Rice, Hart would have won California and gone on to beat Carter in the primary. Or even Reagan in 1976, willing to bide his time. The problem is that Bernie is too old for another run. 

The point is that Hillary's campaign was supposed to be a coronation, but it wasn't. Instead it was damaging. She barely dodged a federal criminal indictment, thanks to Bill's Arizona airport tarmac intervention and a sitting president who hates Trump. Anyone else--anyone else--would have been indicted. The president decided to let the FBI's integrity take a hit rather than face the horror of President Trump. 

 The collectivist media is, for the moment at least, directing their attention to Trump almost exclusively. I would have thought that given a year, the media would have figured out how to handle Trump. But they haven't. They can't. Trump is a celebrity. He was a celebrity before he decided to go into politics. The rules are different for celebrities. The rules are different, then, for Trump. 

The media can't help it. They don't know how to treat Trump like a statesman, so they continue to treat him like a Kardashian. If Kim's new shoes are scandalous, we have to know. If Kylie is back with Tyga, tune in. As long as Trump stays off the third rail of American politics--black/white race relations, he gets a pass. He's already danced on the ethnic rail and survived: the brouhaha with a federal judge (designed to engineer a recusal, by the way) and the government of Mexico. 

It is amazing that we are still getting this Kardashian treatment of Donald Trump so deep into the campaign. Have no doubt: this is Trump's strength. If you do not believe that the rules are different for Trump as a celebrity, think about this: it wasn't that long that divorce was a disqualifier not just for presidential candidates, but for public office in general. Trump has been married three times and twice to foreign women. This somehow doesn't stop him from railing against immigration, even while the circumstances of his current wife's entry to the U.S. are unclear. Media organizations have not stopped their entertainment divisions from writing about Trump and they continue to do so. Does the entertainment division even know that Hillary exists?

The media will continue to sing the same tune about Trump, taking the focus from Hillary until Joe Sixpack starts to wonder if Hillary is still a candidate. 

If it were Trump v. Hillary, Trump wins. Trump v. Bernie, Bernie wins. Deborah Wasserman Schulz tries to blame Russian spies for the e-mails she wrote, but no one is fooled. The Democrats don't get Trump. Stephanopolous didn't get Trump.

And that is why he will win. Prepare yourselves. 

2017 Update: Trump did indeed win.
2018 Update: No one was prepared. Not even Trump.

Opening Bathroom Doors


I was just twenty-seven years old when I became the Attorney General of the reasonable facsimile of a state. The state in question wasn't really a state at all--the territory had been an American possession, but was the functional equivalent of a state because there was a governor, a legal code, a court system, a hospital, a telephone system, a postal system and a Bureau of Vital Statistics. Despite the legal wall between church and state, the United States Congress had even established a church.  

The time came when what had been the Canal Zone was returned to Panama. No one really knew what to do with the Bureau of Vital Statistics when we lost sovereignty, but there had been enough people born in what was once the Canal Zone so we had to keep the office open.

Senator John McCain was one of them, though his citizenship was in question because he was born before a federal law was passed confirming U.S. citizenship to those born of American parents in the Canal Zone. Many Panamanians had been born at Gorgas Hospital and they wanted U.S. citizenship too. Despite the American flag flying in Ancon in front of the hospital, the State Department was not willing to make U.S. citizenship that easy to get.

My appointment--if you can call it that--was merely an accident of vacation schedules. I was the only one around, so I was the Acting General Counsel, for that was the name of the office that exercised the functions exercised by a state's attorney general.

Panama was quiet and there was no reason to cancel anyone's pre-planned vacation. So I was left in charge of the office. No one had prepared me for this; it was simply a question of one day realizing that I was the only one around. And then Jorge Restrepo came into my office with a memo.

Jorge held a letter from John Bruce, born in the Canal Zone and now a resident of Louisiana. John explained that when he was born, he had undifferentiated genitalia. His birth certificate listed him as female. Since he really was male, this was a problem when he went to get a driver's license, passport or whenever a government or private agency wanted a copy of his birth certificate. He was tired of telling the story and wanted to stop the snickers.

I asked Jorge what the problem was. He told me that it wasn't the agency's usual practice to correct or amend birth certificates.

What about typos? I asked.

We can correct those, he said.

So if we can make corrections in one case, why can't we make corrections in all cases?

We'll need a legal opinion, he said. 

I went to the room where we had the Wang Word Processor and typed it up. A secretary put the legal opinion in a binder for the real General Counsel to read when he returned from vacation. Vital Statistics issued the corrected birth certificate and, presumably, the snickers stopped.

My tenure as acting General Counsel ended a few weeks later when the real General Counsel returned to the Isthmus. Eventually, he started in on the binder. A few days later I was summoned to his office.

What's this? he asked, handing me the opinion I wrote.

A poor guy with a problem, I said. Don't worry, it's fixed.

Fixed? What did you do? Don't you realize that we hold this information in trust, that these records are written in stone, that they cannot be changed?

But we change them all the time.

I think he was truly surprised to hear this. Come on, I added, don't you feel sorry for the guy?

The General Counsel paused, and taught me a valuable lesson.

OK, OK, he said. But how do you know he was telling the truth?

And so the case of John Bruce ended. We never heard from him again, and if he had occasion to request additional copies of his amended birth certificate, they went out without involving our office. 

The official policy of an agency and instrumentality of the United States of America permits the amendment of a birth certificate.

So when I read of all the difficulties with the Obama administration's "bathroom policy" and the efforts of the North Carolina legislature to ban transgendered people from using a bathroom inconsistent with the information on their birth certificate, I thought, why not just amend their birth certificates? Why not indeed?

If you can go to court and change something fundamental as your name, there obviously is power to change your gender. A judge can determine that there is a reason for the change; a reason like, a note from your doctor. After all, it is a medical condition, isn't it? Having a judge scrutinize the application will insure that only serious amendments are approved.

The Supreme Court is now examining this issue. But why? Why not simply amend the birth certificate?

And besides, there is federal legal precedent on the issue.

Just ask John Bruce.

Names have been changed to protect the innocent. The photograph shows the Panama Canal Administration building in what was Balboa Heights. The Office of General Counsel was in this building. Panama was a Colombian province before the United States engineered its separation from Colombia so characterizing the transfer of sovereignty as a "return" fails to tell the whole story. As to the Congress' establishment of a religion, search "Balboa Union Church" under Title 50, U.S.C.

Nine Tips You Won't Find Anywhere Else (and how NOT to apply for a job on LinkedIn)


Use Pennies to Identify Recurring Monthly Payments

Let's say you owe a creditor $50 per month. You make one $50 payment, then another. And another. Then the creditor comes to you claiming that a $50 payment wasn't made. Finding and identifying the missing check-or deduction-now becomes a complicated exercise. To avoid this problem, make your first payment in the amount of 50.01. The second, 50.02 and so on.

Now if a creditor claims that a payment has gone missing, you can quickly determine which payments were received and which checks haven't been cashed. If the creditor claims, for example, that he has received a payment of 50.01 and 50.03 and you show you paid 50.02 as well, the error is his and not yours. It's a lot easier looking for a 50.02 payment than trying to figure out which $50 payment is at issue. 

You can restart the penny sequencing the next year, or in the case of a mortgage, you can simply keep adding the pennies. Once you hit 99, you can start over, or add a dollar to the amount. 

Note that you must overpay by a penny (or two or three) because if you are one penny short your creditor will mark the bill as delinquent and charge you late fees. 

Most creditors will merely credit the extra penny payment to your accounts. Some credit card companies will-astonishingly-send you a check for the overage. No matter: they will still note each month's payment in the amount received. 

Imagine what you could do with mills...

Avoid Late Fees by Paying Your Bills Ahead

Most American families live paycheck to paycheck so late fees are a fact of life. One way to avoid this problem is to pay bills one month in advance. This way, you are never late because the bill you are paying this month is next month's bill. 

What if don't have the cash available to do this? The answer is to reach that one month cushion goal slowly. Can you pay 25% more this month? Save that 25% and in four months you'll have enough to make an advance payment. 

This method does not work with many credit card companies, especially those that want you to carry a balance. Some will return your advance payment, and some will credit the advance payment as merely an additional payment. Be careful because this tip will not work with all creditors. 

This tip only works to avoid late fees. If you are looking to make extra interest-only payments in order to pay down this method will not work. 

Go to a Chiropractor for an X-Ray

Chiropractic physicians are licensed in most English-speaking countries. In other countries, the practice of chiropractic is restricted or banned. While the originators of chiropractic believed that all diseases began with the spine and could be cured through spinal adjustment, today's chiropractors have morphed into sports doctors. Their knowledge of musculature is invaluable on the sidelines.

But even if you do not play sports or believe in the efficacy of chiropractic medicine, there is still one area where chiropractors beat the competition: the X-Ray.

If you need a quick X-Ray, go to a chiropractor. He will be happy to serve you, quickly and economically. If he thinks a bone is broken, he will be happy to refer to an orthopedic physician. Chiropractors do not set broken bones. If you want, you will be given a copy of your X-Ray which you can take to another doctor.

Since most X-Rays these days are initially read overseas, you can save time and money by getting an X-Ray from a chiropractor instead of waiting in the cacophony of the Emergency Room of a hospital where you will be charged extortionate fees. 

Privacy in Hotels

If you've ever stayed in a hotel in the Middle East, you know that the peephole in your room has a lid which is closed to protect the guest's privacy. In the rest of the world (at least in the Western Hemisphere, Europe, China and Southeast Asia) there are no similar privacy protections. More than one peeper has pried using specialty lenses to see through the hole.

How can you protect yourself? There is a cheap and effective solution-put a post-it note over the keyhole. Now no one can see in.



Writing a college paper, report or a document for work? What do you do when you are in the groove and suddenly you need a fact? If you stop to look up a fact next thing you know you're checking your e-mail or looking at the calendar or browsing Reddit or answering the phone. Your groove is gone.

How do you stay in the groove?

When you need to fill in a citation (quick, what's the U.S. cite for Miranda v. Arizona?) and you don't have it, simply write, "TBA" for "to be added." When you finish, you can go back and fill in all of the missing information. The TBA's are easy to find using the "Find" function in your application. 

Oh if I had only known this in college...

Cover-up the Seatback Video Display Using a Large Post-it

Have you ever been on a night flight when the video display on the back of the seat in front of you wouldn't turn off? And you ask the flight attendant for help and he tries and fails to turn off the display?

All is not lost--Post-it notes are your friend. There is a version of the Post-it note which comes in the size of a half-sheet of letter paper. You can post several Post-it's in this size over the display. You will need more than one because the display's uncomfortable brightness will shine through a single sheet.

Problem solved. 

Break-in a New Notebook

Did you ever buy a new notebook and hesitate before writing in it? Not because of writer's block, but perhaps because you bought the notebook with one idea in mind (to keep a diary) but are wondering if maybe you should use it for the grocery list? Or maybe you bought an expensive notebook and really don't want to use it for grocery lists but you're not ready to write your memoirs? 

Open the notebook. Turn to the last page. Rotate the notebook 180 degrees (a half circle). Scribble your grocery list or whatever else you want. This writing does not "count" because, after all, it's at the back of the book. Once you do this you will find it easier to use your notebook for its intended purpose. 

Robbing a Bank

There is an art to bank robbery. The average bank robber only walks out with $700 or so. The take isn't worth the risk. In order to successfully rob a bank you must...(you don't really think I'm going to tell you, do you?)

Lost? Go to the Fire Department

If you're in a new city (or just plain lost) drop by the Fire Department and ask how to get to where you're going. The Fire Department relies on having this information to fight fires and respond to emergencies. Unless they are in the middle of a call, they are usually happy to help. 

The Log (from Jerry Pournelle)

Reading Jerry Pournelle's monthly column in Byte Magazine in the 1980's and 90's was always a pleasure. While the focus of the column was Jerry's exploration of the new world of computing, sometimes there were tips that had application outside the usual talk of connecting a chain of SCSI devices.

Jerry's tip was to maintain a log. He described it, as I remember it, as follows: keep one place, not several, where your write everything down. Talk to someone? Write down their name. Someone gives you a phone number? Write it down. You have to look up an address? Write it down. You look up a piece of information? Write it down. Over the year this advice has proved invaluable.

Oftentimes, when you commence a project there are steps you have to go though along the way. Sometimes these steps are accompanied by discrete pieces of information, like phone numbers. If you have to repeat the steps in the future, you have the information. This is particularly useful when you contact a corporation or government agency and are passed off to whomever is handling customer service matters.

Being able to recall the name of the individual you spoke to often proves the fact of the call and if you need to speak to that person again, you know who to ask for. Because companies and governments often take their time in getting back to you, writing the information down will insure that you don't forget it.

A tip along these lines: if you have a tax practice, is to keep a separate phone book containing the name of every individual, office and phone number given to you by the Internal Revenue Service. This is invaluable down the road when you need to speak to someone and don't want to waste time calling the general information number.

Because internal IRS numbers aren't published, you cannot simply look these numbers up on Google. Some people keep separate agenda-size phone books for the different agencies they deal with or the projects they work on. You can do this on paper or electronically as you prefer. 

Applying for a Job on LinkedIn

Writing "interested" or "check my profile" is a popular method of applying for jobs listed on LinkedIn used mainly by people in the Subcontinent, but sometimes in other countries as well.

This method never works. Employers are not going to waste their time reading through hundreds of irrelevant applications. If you don't believe that there will be irrelevant applications, try to hire staff yourself. 

Some people apply for positions they are not qualified for on the theory that, "it doesn't hurt." But, oh, it does. It identifies you as a person who is unable to read. If I list a position saying, "Saudis ONLY" and you are not Saudi and yet you apply anyway, I have to assume that you don't know how to read or are deliberately wasting my time. If I am looking for a qualified chemical engineer who is legally permitted to work in Canada and you are a carpenter from the tribal areas of Waziristan, why are you responding?

In order to apply for a job on LinkedIn, use the method the job poster has indicated. If no method is indicated, look up the e-mail of the poster or the company's e-mail and send your c.v. with a reference to the post.

If all else fails and you absolutely cannot find any e-mail address (and this is unlikely unless the company you seek to work for does not do business with the public or is a secretive organization like the Sinaloa Cartel, write using snail mail to the company's street address.

Here's the address of the Sinaloa Cartel, if you are curious: "Sinaloa Cartel, Poste Restante, Culiacan, Sin. Mexico."
You're welcome. Say hi to El Chapo.