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To: JGoren who wrote (19912)	12/17/1998 11:17:00 AM
From: Gregg Powers	Read Replies (1) \| Respond to of 152472

JGoren: I absolutely agree with your premise. Unfortunately practice of the same requires a lawyer with both legal skills and business judgment, the latter being tough to come by. Many technically astute lawyers annunciate so many "alligators" that the client is paralyzed into non-decision and inaction. An excellent lawyer should identify problems AND calibrate their gravity. Here's a good example. One of my portfolio companies recently announced a stock buyback program. Since we were adding to the our investment position at the same time that the company was trying to buy in shares, I called the CEO and suggested that we not bid against each other, i.e. that we provide an equitable mechanism to purchase shares at these least possible cost rather than competing with each other. The CEO agreed and suggested that we could "split prints", i.e. we would give our order to a single brokerage firm that would present one unified bid to the market, and then we would simply divide the shares equally between us (subject obviously to the trading restrictions imposed on a public issuer). Pretty simple right? Guess again. While their SEC counsel had no problem with the proposal, my in house counsel went off the deep-end. Terms like "stock manipulation" were bandied about; exhaustive, detailed and arcane memos were issued discussing SEC no-action letters and the SEC Act of 1934. It was exhausting and ultimately thwarted our purpose because the stock ran up too far to be attractive prior to the issue being resolved. My argument was simple. There was no plaintiff. Since we were not manipulating anything, the market was not being "tricked" by some false trading pattern. Moreover, the seller...who was willing to sell his shares at the price we offered...was actually getting improved liquidity...so he had nothing to complain about. Arggg. The issue isn't lawyers per se, it's over-lawyering. Best regards, Gregg