inverse function

“Mistakes are, after all, the foundations of truth, and if a man does not know what a thing is, it is at least an increase in knowledge if he knows what it is not. "  Carl Jung

What this pursuit of knowledge of the law is not-a waste of these years of my life.  Either because of this journey, or perhaps in concert with it, I am not the same person I was four years ago.  For that I am glad, and grateful.

personhood

In Revlon, the Delaware Supreme Court held that a board of director's obligation to its constituents changes in the event of inevitable dissolution/sale.  When the corporation is a going concern, it can permissibly implement anti-takeover measures, give preference to 'white knights' and the like.  But when the bidding becomes intense, and it is clear that the company will be bought regardless of its desires, the board must then turn to obtaining the highest price for the shareholders.

Prior to that turning point, the board can consider other constituents, such as creditors, under Unocal.  But once the white flag goes up, it appears that any other consideration is a breach of the board's duty of loyalty.

In light of this, I must interpret the continued assurances of my company's executive management during our current acquisition that the well-being of the employees is important as either a) pablum meant to calm the masses, or b) the corporation legitimately can consider its employees in the context that retaining them accrues benefit to the shareholders.  I suppose it's really both.  Even as a likely candidate for layoff as a result of this merger, I can't say that it offends me-I see the rational basis for it.

But all of this points to the soul-less nature of the corporate body.  Which is fine, it's a business function.  But then why give it personhood?  To do so is to give it all the benefits of both, without the Golden Rule, the accountability that most of us feel to our neighbors.  And this invites over-reaching, greed and avarice.  What have we done that cannot be undone?

mis hermanos

I'm on a trip with my brothers, and my parents this week.  After our parents go to bed, we move to another cottage and soak up time with each other one way or another.  Last night we started answering questions like "what do you think about these days?" and "what is something you feel really good about?"

The glimpse of each other, while not wholly surprising, is still sweet.  It seems to point to an emotional and intellectual growth spurt of sorts as we move past the mid-point of middle age.  Looking back, for maybe all of us, there was a period of time when we were so engrossed in raising children, making a buck, trying to manage our relationships, that intentional retrospection and internal change seemed a thing relegated to our younger days of sitting upstairs in the farmhouse, where we discussed and resolved so many things, dreamed and planned for our futures.

Life seems instead to be made up of cycles, and we are reborn again into the same yet different persons as we move through these years.  Each of my brothers has moved as into a different room, with new light, new perspectives and colors.

It's a lot like some of the treasures I am seeing on the beach-battle worn, with pieces broken off, but burnished by time and the constant pounding of the waves into a thing of beauty.  My brothers - whose opinion of me matters, and who are my measure of what it is to live a life of intent and meaning.

things undone, words unsaid

I don't believe that anyone ever said, as they neared life's end, that they wished they had breathed less deeply of life's fumes.  More likely to hear 'I wish I had, I wish I had.'

Regret at lost opportunities to take life firmly in both hands, to devour the very essence-that causes unremitting sorrow at the end of the day.

two paths diverge in the forest

I suppose this blog would be more interesting, or at least be more titillating, if I were not such a private person.  I don't share my name and whereabouts, but I also don't talk about the occasional class drama, or my opinions about various class members, or who slept with whom.  It's not that there are not these things to say, it's that they cannot be unsaid.

It may also be that being a middle-aged law student has been useful in this regard.  I am mindful that those words flung in anger don't taste very good when I have to eat them later, and that intimate human relations are not fodder for group discussions.

I'm sorry if my restraint makes this blog less entertaining.  Some part of me wants to record the details of the human I am, the experiences that I can't post now, and then have them published posthumously.  But really, who will care by then- other than my two sons, who would be mortified to know some of the things I've done, and bored silly by others.  For sure I've not done or experienced anything that many other humans haven't also done.

There is also the conceit of wanting to be liked, admired or at least not reviled.  So what's the likelihood that I would record the goings-on accurately?  More probable that I would either rewrite history, or cast myself in a better light, while vilifying those I dislike.

So things remain unsaid, but not undone.  The high road, the low road, all taken at one time or another.

Protecting the queen

A funny thing happened tonight.  Among other things, it highlighted the level of familiarity and ease our class has with each other.  Most of the 4th year students are taking the Bar Prep class offered by the school, because there is no such thing as too much help in preparing for the CA Bar Exam.  The school is also allowing those who have taken all of the required credit hours to audit the class, which helps ease the very much strained pocketbooks of this group.  The school benefits if the Bar pass rate is high, and we benefit if we pass.  Win-win.  It's a class that you would only take shortly before sitting for the Bar, which means that unlike other electives, it is a class made up solely of 4th year students.

Imagine our surprise then, when 20 minutes into the class, in walks a stranger, who sits down and joins the class.  Further, we were surprised when she commenced talking. A lot.  Inappropriately and without the usual moderately restrained decorum to which we are accustomed.  She called the professor by his first name, she answered a question asked of another student.  We found out that she had taken 3 years of law school at some remote time, and had finished via correspondence because 'life intervened.'  She is a single mom, and has broken her right wrist, and maybe had some surgery on it as well.  Colorful doesn't quite describe her.

For sure she unsettled our comfortable routine.  In conversation in the parking lot after class, one student called her 'jarring', and I think that is a pretty accurate term for it.  She is so inappropriate that it is humorous, except she seems not to have an OFF button.

No one called her out in class-we tend to be pretty tolerant of each other in this group, and it's not typical for us to do something to embarrass another class member.  However, I saw some looks exchanged, and she was the topic of conversation post-class.  For me it mostly served to remind me of how fortunate we are in the accident of class makeup.  We are a somewhat diverse group in terms of work backgrounds, age, political leanings and personal communication style.  But we have an unwritten rule of tolerance for differing points of view, and have generally been able to find a way to smooth over the rough patches.

Over the course of the last 4 years, we have melded into a cohesive unit that reminds me a bit of a hive of bees.  Like bees, we see this interloper as a threat, and we might possibly be inclined to encase her in wax or whatever it is that bees use.  In this way we dilute or eliminate the jarring effect of her presence in our midst.

It turns out that all good things have a dark side, including our lovely little class.

merged into and made part of

I remember when I was a young adult, and my generation were marrying, it was popular to include the 'candle ceremony' in wedding festivities.  This involved the two individuals each bearing a lighted candle to a larger, centrally placed candle, and simultaneously lighting that one, and then extinguishing the flame of their individual candle.  While I could wax on about the fallacies of that symbolism and marriage, I'll leave that for another day.

What brings it to mind is the merger of law and equity, a marriage of sorts.

Legal remedies of our legal system first developed in English courts of law/common law, and were limited to specific writs/forms of action.  If there was not an existing writ, then there was no legal remedy.  Things like trover, replevin, and assumpsit dance like sugarplums in my head.   While some would say that a right is a right regardless of one's ability to vindicate it, others ask what is a right without the means to enforce it?  There was a gap between justice as understood and justice obtained.

Over time courts of equity developed that addressed this gap by introducing equitable remedies for situations where a legal remedy was not available.  These equitable remedies may be prohibitory, coercive or declaratory in nature.  Generally they affect the conduct of the defendant in some way.  From this history comes the notion that equitable remedies are appropriate only where legal remedies are inadequate.

In the U.S., the courts of law and equity have been merged, so that a judge has jurisdiction to issue a preliminary injunction, and follow that with a judgment for money damages after full trial on the merits.  There are still distinctions, however.  There are rules, both statutory and judicially created, that drive the procedure and the remedy available in a given case.  Whether a defendant has the right to a jury trial in a civil matter is determined by whether the action or the remedy is equitable or legal in nature.  Apparently while married, law and equity have maintained their own lights, in spite of the conflagration in the middle.

From whence cometh my help?

I like to think I mostly have my shit together by this point in my life.  I have self identified as a cynical pollyanna type, which means that while I see no long term hope for humankind, tomorrow looks rosy.

Ah but today, today was a very dark day, for no one reason, and for all reasons.  It's reasonable that I would be somewhat thrown off by the recent uncertainty about my job due to a pending merger, and it's rational to feel anxiety when I think about the Bar Exam that looms ever closer.  And the dark days of winter have cast their seasonal pall about me.  What surprises and disappoints me is how vulnerable I am to all these outside influences.

I thought I had just such marrow in my bones but today I am not able to locate it, if it is there.  Tomorrow may be better.

To be jostled

When we are young, our understanding and knowledge of the world, of people and their interrelationships is still in formation, and we are constantly being confronted with new information.  The three year old's understanding of their family's relationships, who is in charge of what, and how it is that the sky is blue-all constantly evolving.

At 21, we have a firmer understanding of the basics, but we regularly are confronted with different people who expose us to new ideas and challenge the way we have been taught by our parents.  Thus we continue to morph both our views, the way we present ourselves to the world, and what interests us.

By 50, we don't make new friends so easily.  Somewhere along the way we began to filter the new stimuli, for the sake of stability and in pursuit of other goals-how else does one stay married and raise their own family, establish a career within one field and save for retirement?  All noble goals, these, but somewhere along the way we stop being energized by the new incursions into our awareness, and turn our backs.

The unsettling that comes with being open to new learning, new people, different tastes, an alternate route, and another view of the same scene jostles me.  Law school has been a series of nudges and pokes that force me to reawaken that part of me that admits to not knowing and being open to learning.  So too have some new friends that came from law school.  But surprisingly, having once opened the door for the particular jostling that law school gives me, I find I am admitting other forms of this unsettling.  A new or unusual experience makes me think, causes me to consider anew a prejudice, a conception.

My son and his wife have been visiting over the holidays, and I have lent them my car for most of the visit.  This means I am walking and riding the bus to work, which is not really a significant life change.  I've ridden the bus, the subway, the train in many cities of the world.  And yet riding it here in my own backyard is a different experience than riding the metro in Madrid, or Istanbul, or the bus on the Quilotoa Loop.  For one thing, it is not generally socially acceptable to ride the bus here unless one is a student, poor or mentally ill.  I think this is a common perception in small towns in the US.  Once you get to a city, this changes.  In San Francisco, it is perfectly ok to be a high level executive, and take mass transit.  But not so here.

And so I've been interested to observe a few things.  Of course I take note of my fellow passengers, of the colorful people to be found wandering about the transit mall.   I also find myself considering what riding the bus says about me to others, and what it says to me about myself.

It's forcing me to reassess my own views of those who wait at bus stops, and to reconsider why we- why I don't ride the bus.  I'm not so comfortable with some of the results, but in some way I'm glad for the jostling.  Maybe I'll keep riding the bus even after my car is returned, maybe not.  But I hope I'll be poked and prodded in some way.