Curiouser and curiouser..................

 

...............................the ultimate can of worms.

Fun with mergers and acquisitions..........

 

All of these are big serious companies with good lawyers who have written these contracts before. Chevron’s proposed acquisition of Hess is as straightforward as can be, a completely standard all-stock reverse triangular merger; there is no weird structuring here to either get around or trigger the right of first refusal. It’s a simple question: Does the right of first refusal apply to a normal merger of Hess? Exxon seems confident that it does; Chevron and Hess seem confident that it does not.

Weird stuff. I obviously cannot tell you who is right. The language of the Stabroek joint operating agreement is not public, and neither is the arbitration filing, so I don’t know what the contract says, and even if I did I probably wouldn’t be sure what it means. The people who wrote it aren’t sure!

-Matt Levine

Lawyering.............................

Thinking like a lawyer also means that you can make arguments on any side of any question. Many of you resist that teaching, thinking that we are stripping you of your personal principles and convictions, transforming you into a hired gun. On the contrary, learning how to make arguments on different sides of a question is learning that there are arguments on both sides, and learning how to hear them. That is the core of the liberal value of tolerance, but also the precondition for order in a society that chooses to engage in conflict with words rather than guns. It is our best hope for rational deliberation, for solving problems together not based on eradicating conflict, but for channeling it productively and cooperating where possible.

-Anne-Marie Slaughter