3 ms·
There is a saying in certain engineering fields that all regulations are written in blood; an accident was once caused due to the lack of a particular line item
by patio11 9y ago
There is a saying in certain engineering fields that all regulations are written in blood; an accident was once caused due to the lack of a particular line item and now that line item is on the list.
This is a relatively short list for due diligence. While far less dramatic than an engineering fault which could actually kill someone, there have absolutely been extremely expensive incidents in the US which occasioned each item on this list. A portion of them are due to peculiarities of doing business in the United States, which is organized to accomplish many forms of dispute resolution via a professionalized process backstopped by formal legal process, in a fashion which may not be similar to e.g. Pakistan, Japan, most European countries, etc. US companies do frequently generate more legal work than comparable situated companies in other jurisdictions. (There are varieties of work they generate less of, but I'll leave that out of the scope of this comment.)
The legal profession, like all service professions, sometimes recommends work which is not directly in the customer's interests, but in the main it is in the business of decreasing transactional risk. There are material risks involved in investing in a company with undisclosed baggage. Additionally, insisting on a certain level of professionalism helps to shake out other problems, because firms which cannot self-organize to e.g. provide a list of all employees and the paperwork related to them are almost certainly catastrophically managed under the hood. You might not even be creative enough to successfully predict how they're going to blow up, because the theoretical space of mistakes one can make is infinite, but you know that anyone who can't produce a signed copy of an employment agreement on demand is highly unlikely to have a level of risk which is roughly representative of your experience from the distribution of companies which are at least minimally competent.
- siegel 9y agoI disagree with almost none of this. I would just note two quick things: 1) Due diligence requests are made by the investor, not offered by the company. So, it's not about the company's desire for full disclosure or the company's interest in complying with SEC regs. (SEC regs require certain types of disclosures in connection with certain types of placements of securities. The typical VC funding round doesn't require such disclosures.) 2) Yes, lawyers are in the business of decreasing transactional risk. But, relatedly though slightly different, the reason VC lawyer due diligence requests are so long is that lawyers are risk averse. There is no downside to the lawyers to add something to the DD list, but there is certainly a potential cost if they leave something off. And the junior lawyers who deal with these things aren't being paid for creativity or independent judgment...(Not a knock on them. It's just not what junior lawyers are tasked with.)
- cool-RR 9y agoHi Patrick. You write interesting things, but I think that your language is too passive / indirect and full of big words. It'll be easier to understand if it was more simple and direct. Just my two cents.
- euroclydon 9y agoI’ve thought similar, but 1) Patrick is a smart guy and undoubtedly self reflective enough to understand his writing style, and 2) HN upvotes affirm what he’s doing. Now, my theory is the Japanese culture values this style of communication as much as it doesn’t value directness. The reason is there are many avenues to save face when not directly confronted. You can see this in the way people spoke to each other when disrespect would lead to a dual. And this is still the predominant speech style in US legislature.