Right of First Refusal Is Not a Restriction on Free Transferability Under Section 111A

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Introduction

1. The concept of free transferability of shares in a public company under section 111A of the Companies Act, 1956 is perhaps the most significant unresolved controversy in contemporary Indian corporate law. Time and again the issue has arisen whether the right of first refusal (pre-emptive rights) in the shareholders' agreement and joint venture agreement constitute restriction on the free transferability of shares. Right of first refusal is a commonly used device in the corporate world. Under the right of first refusal, a second party planning to exit the company, is obliged to give the first party ( promoter) an opportunity to buy the shares before the shares can be sold to a third party which is an outside party. This is basically to prevent an easy entry of third party into the company by purchasing shares from the party who wish to exit the company. Many corporates, unlisted as well as some listed ones, have such agreements with large shareholders.

Right of first refusal whether violate section 111A

2. In the recent judgment by a Division Bench of the Bombay High Court in the case of Messer Holdings Ltd. v. Shyam Madanmohan Ruia decided on 1st September, 2010 and reported in [2010] 98 CLA 325 has ruled that restriction on transfer of share with the "right of first refusal' (pre-emtive) clause in the agreement does not violate the provisions of section 111A. In paragraph 55, Khanwilkar, J, held as follows:

'[T]he expression "freely transferable" in section 111A does not mean that the shareholder cannot enter into consensual arrangement/agreement with the third party (proposed transferee) in relation to his specific shares. If the company wants to even prohibit that right of the shareholders, may have to provide for an express condition in the articles of association or in the Act and Rules, as the case may be, in that behalf. The legal provision as obtained in the form of section 111A of the Companies Act does not expressly restrict or take away the right of shareholders to enter into consensual arrangement/agreement in respect of shares held by him.

This is a reversal of an earlier judgment of the Single Judge in the case of Western Maharashtra Development Corporation v. Bajaj Auto Ltd. [2010] CLA 131(Bom.) decided on 15th February, 2010 which held that section 111A mandates that there can be no restriction whatsoever on the transferability of shares in a public company. Consequently, an agreement granting a right of pre-emption in respect of such shares has been held patently illegal. Justice D Y Chandrachud in the said case held as follows:

'The principle of free transferability must be given a broad dimension in order to fulfil the object of the law. Imposing restrictions on the principle of free transferability, is a legislative function, simply because the postulate of free transferability was enunciated as a matter of legislative policy when Parliament introduced section 111A. That is a binding precept which governs the discourse on transferability of shares. The word "transferable" is of the widest possible import and Parliament by using the expression "freely transferable", has reinforced the legislative intent of allowing transfers of shares of public companies in a free and efficient domain. The effect of a clause of pre-emption is to impose a restriction on the free transferability of the shares by subjecting the norms of transferability laid down in section 111A to a pre-emptive right created by the agreement between the parties. This is impermissible.'

This judgment in the case of Western Maharashtra (supra) had infact put Corporate India in a fix, with many companies facing the prospect of having to rework their share agreements with external investors. However, the recent ruling of Messer Holdings Ltd. (supra) has come as a big relief for both companies and private equity funds which invest in these firms. The judgment also goes on to suggest that it is not mandatory for the company to be a party to such an agreement relating to share transfer restrictions and it is not necessary to incorporate share transfer restrictions in the articles of association of the company.

Section 111A does not apply to a private company

3. Restriction of transferability of shares in a private company has to be contrasted with cases involving public companies where the law provides for free transferability. Free transferability of shares is the norm in the case of shares in a public company. As far as private companies are concerned, the articles of association restrict shareholders' rights to transfer the shares and prohibit invitation to the public to subscribe to shares or debentures of the company. In the case of V B Rangaraj v. V B Gopalakrishnan [1991] 6 CLA 211 the Supreme Court has pointed out that the transfer of shares in the case of private company is regulated by the company's articles of association and that any restriction which is not specified in the articles is not binding either on the company or on the shareholders. As regards public company in the case of Pushpa Katoch v. Manu Maharani Hotels Ltd.

[2005] 69 CLA 151 (Del.) it was ruled that even if right of first refusal has been incorporated in the articles of association, a shareholder cannot be restricted from transferring the shares since section 111A which applies to public companies provides for free transferability of shares.

Concept of free transferability as held in Messers Holdings Ltd. case

4. The question before Messer Holdings Ltd. (supra) was whether pre-emptive right can be said to be violative of free transferability of shares provided by section 111A. In this context reference may be made to the provisions of sub-section (2) of section 111A which opens with the expression "subject to the provisions of this section, the shares or debentures and any interest therein of a company shall be freely transferable". In other words, it is a provision restating that the shares or debentures and any interest therein of a company shall be freely transferable subject, however, to the stipulation provided in the other part of section 111A. The proviso to sub-section (2) reinforces the position that section 111A is to regulate the powers of the Board of directors of the company regarding transfer of shares or debentures and any interest therein of a company. The Board of directors cannot refuse to register transfer of shares unless there is sufficient cause to do so.

4.1 The concept of free transferability of shares of a public company is not affected in any manner if the shareholder expresses his willingness to sell the shares held by him to another party with right of first purchase (pre- emption) at the prevailing market price at the relevant time. So long as the member agrees to pay such prevailing market price and abides by other stipulations in the Act, Rules and articles of association there can be no violation. For the sake of free transferability both the seller and purchaser must agree to the terms of sale. Freedom to purchase cannot mean obligation on the shareholder to sell his shares. The shareholder has freedom to transfer his shares on terms defined by him, such as right of first refusal, provided the terms are consistent with other regulations including to repurchase the shares at the prevailing market price when such offer is made.

The fact that shares of public company can be subscribed and there is no prohibition for invitation to the public to subscribe to shares, unlike in the case of private company, does not whittle down the right of the shareholder of a public company to arrive at consensual agreement which is otherwise in conformity with the extant regulations and the governing laws.

Conclusion

5. While the recent judgment of Messers Holdings (supra) offers strategic investors the much-needed reprieve, legal experts believe that some corporates are likely to knock on the doors of the Supreme Court looking for clarity since it has great impact on various joint venture agreement across corporate India. Some experts feel that share transfer restriction has to be there in every agreement. The debate on enforceability of terms of shareholder agreements governing public limited companies is definitely not over yet.

Sanjay Mathur works for eMinds Legal, one of the corporate law firms in India. For more such articles and news updates, Subscribe to Corporate Law Adviser which is 22 years old leading fortnightly journal on Corporate, Business and Commercial Laws.

Social Security, Medicare and Government Pensions

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Nolo, the publisher that is passionate about making the law accessible to everyone has published one of the best guides to Social Security retirement and medical benefits for the layperson. Like other Nolo books, "Social Security, Medicare & Government Pensions: Get the Most Out of Your Retirement & Medical Benefits" by Joseph L. Matthews with Dorothy Matthews Berman is written by an attorney, but in language anyone can understand. It is a very good book to help understand Social Security benefits that include retirement, disability, dependents and survivors benefits as well as Supplemental Security Income; the basics of both Medicare and Medicaid programs and how to compare medigap insurance plans; medical coverage options such as HMOs and other plans; government pensions and veterans benefits, and just general advice for anyone thinking about retirement.

The nearly five hundred page book is divided into sixteen chapters and an index. Each of the chapters contain easy to understand advice on the chapter topic, with side bars, tables, cautions, lists, and additional resources. The organization of the book makes it easy to quickly find the parts most relevant to your own situation or needs. Again, the book does a very good job of providing basic information regarding the topics in an easy to understand way. The chapters or topics include: Social Security, The Basics; Social Security Retirement Benefits; SS Disability Benefits; SS Dependents Benefits; SS Survivors Benefits; When to Claim Social Security Benefits, and Which One to Claim; Supplemental Security Income; Applying for Benefits; Appealing a Social Security Decision; Federal Civil Service Retirement Benefits; Veterans Benefits; Medicare; Medicare Procedures: Enrollment, Claims, and Appeals; Medigap Insurance; Medicare Part C: Medicare Advantage Plans; and Medicaid and State Supplements to Medicare.

The book will give anyone a good understanding of these programs and how to navigate them. However, the difficulty comes with the ever changing of such programs and how they are administered. Yes, Nolo updates the books, and I'm reviewing the 15th edition, but things still change fast at times. I see this book as helping people understand what is what as they work with government officials and administrators in the system, or at times, work with an attorney to assist them with certain issues concerning benefits.

The other problem I see is that none of us know what will happen with these government programs. Some suggest they may disappear, others are not so gloomy. There is a good chance things will change. But for now, if you are navigating these waters, Matthews has put together a very good book to help you stay off the rocks and keep afloat. I recommend it for anyone who needs information about these programs.

Alain Burrese, J.D. is a writer, speaker, and mediator who teaches how to live, take action, and get things done through the Warrior's Edge. He is an expert on conflict and mediates and teaches conflict resolution and negotiation. Additionally, he teaches physical conflict skills in his Hapkido and Self-Defense courses, lectures, and seminars. Alain is the author of Hard-Won Wisdom From The School Of Hard Knocks, the DVDs Hapkido Hoshinsul, Streetfighting Essentials, Hapkido Cane, the Lock On Joint Locking series, and numerous articles and reviews. You can read more articles and reviews and see clips of his DVDs as well as much more at http://www.burrese.com/ and http://www.yourwarriorsedge.com/

The Happy Lawyer - How to Gain More Satisfaction, Suffer Less Stress, and Enjoy Higher Earnings

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The Happy Lawyer bears the tag line, "How to gain more satisfaction, suffer less stress, and enjoy higher earnings in your law practice." Who doesn't want that? The book is a quick 188-page read, full of exercises to help clarify the practice and the clients that will allow you to create a satisfying practice. It then continues with suggestions on how to create that practice once you've identified it, how to attract the clients who will appreciate your efforts, and how to engage in a happy practice. The bottom line is not terribly surprising, though I like the way it's presented: to be a happy lawyer, figure out what you like about practice and then find ways to get more of that.

Schreiter identifies several key concepts, such as:
- Finding the "Seeds of Satisfaction" (what's right in your practice?)

- Identifying "YES! Clients" (what kinds of clients do you enjoy representing?)

- Claiming an "Arena of Preeminence" (in what areas of practice are you or would you like to be an expert?)

- Creating a plan to regain control of your practice (define and develop your ideal work/life balance and financial outcome, then determine how to get there)

- Attracting a sufficient number of "YES! Clients"

- Building trust with clients by using "Breakthrough Communications" (delivering exceptional client service based upon excellent client communications skills)

The benefit of Schreiter's approach is that he identifies in broad strokes what a lawyer must have to be a happy lawyer, and he then offers a path to personalizing those broad desires for each reader. Since every lawyer will find different parts of practice satisfying, different kinds of clients fulfilling, and different areas of expertise appealing, there are no shortcuts to the answers.

The exercises are the backbone of the book: there's little point in purchasing this book unless you intend to complete them. If you've ever considered coaching to support your developing a satisfying practice, this book is a nice middle ground. And if you've purchased this or a similar book and not done the exercises (which are important but not urgent, to use the prioritization framework I describe in 5 Foundations of Time Mastery for Attorneys), you might consider engaging a coach to help provide accountability and reflection so you can get to your answers.

For those of you who are beginning to work on business development, the questions Schreiter asks are foundational to knowing how to market yourself. Though The Happy Lawyer is not designed to teach rainmaking skills, it's worth noting that "happy lawyers" (as Schreiter describes them) are likely to be better rainmakers. That's primarily because knowing what kinds of clients you'd like to represent in what kinds of matters defines who your targets are. A secondary factor is that "happy lawyers" who apply Schreiter's approach to client communications are likely to deliver high-quality legal services and thus to get repeat and referral business.

In summary, if you're just beginning your practice or if your practice is beginning to feel stale, Schreiter presents ideas that will likely help, if you do the necessary work. Those who attended the teleclass that Monica Parker and I recently offered, Should I Stay [in Law] or Should I Go? will find many echoes in The Happy Lawyer. While The Happy Lawyer doesn't offer a cure-all solution (nor would such a solution be credible), it does offer a valid approach to developing or reengineering a practice.

Julie A. Fleming, J.D., A.C.C. provides attorney development coaching for associates and partners, and she is a speaker for law firm retreats and workshops. Topics on which she coaches and speaks include professional development, business development, leadership development, career management, and work/life integration Julie holds a coaching certificate from the Georgetown Leadership Coaching program and holds the Associate Certified Coach (ACC) credential from the International Coach Federation. She is certified to administer the DISC(r) assessment, the Leadership Circle Profile 360, and the Leadership Culture Survey. Julie writes extensively on matters of interest to lawyers on the Life at the Bar Blog at http://www.LifeAtTheBar.com/blog

To learn more, to subscribe to Julie's weekly email newsletter Leadership Matters for Lawyers, or to request a complimentary consultation with Julie, please visit http://www.LifeAtTheBar.com/ or call her at 800.758.6214.

How Cyber Law by Brett Trout is an Example of POD Publishing

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Cyber Law by Brett Trout (ISBN 978-1-934209-71-4) is an excellent book by a very talented writer. Cyber Law is a major success story for World Audience Publishers, and after reading just a few chapters, anyone can see why!

World Audience's goal is to be a driving force in the changing business of book publishing, which is being brought about by technology. Cyber Law specifically deals with how law is both shaping and trying to keep pace with the Internet. Cyber Law covers its subject in a clear and entertaining manner. It is thus a perfect fit for our press, and Cyber Law's success bodes well for this press' vision and goals. It is useful to study how the author approaches his subject and then apply that knowledge toward this press' pursuit of its vision. It is vital that the authors World Audience publishes have a good understanding of blogging, for example, to market their books, and Cyber Law explains this subject and many others in great detail.

Cyber Law was published in September, 2007, shortly after our press began publishing books. It is a wonderful example of how desktop publishing, print-on-demand distribution, and our press work. Though we have enhanced our operations in the past 2 years, our core model is largely unchanged. We are efficient, and our business model has little overhead. A publishing team, separated geographically, worked online to publish Cyber Law. The author, in Iowa, worked with the book's editor, Kyle Torke, who lives in Colorado. The final file was then sent to me, the publisher, in New York, and I formatted it into a book using only Microsoft Word. I then sent the file to our artist in Liverpool, England, Chris Taylor, to design the cover with the help of the cover image supplied by another artist. I then created the final files by converting the MS Word files to PDF with the use of a Web application that cost approximately $13. I set up the title (with the information that can be viewed at Amazon.com or related retailers) at our printer, Lightning Source, and then uploaded 4 PDF files: cover, back cover, spine, and interior. It took me about 1 hour to do the technical component of providing the files to the printer.

Cyber Law is one of our best-selling titles, and sales increase steadily each month. As publisher, I consider the sales growth of Cyber Law to be an indicator of how sales of a book can develop and the growth of our press, overall.

I am faced with a seemingly unanswerable question with each book I publish: what makes a great book? And what defines a great book in the first place? Perhaps the fact that I ask this question every time drives the press I run in the first place. To complicate further, the answer or answers to this question are changing because publishing itself is changing. This fact has dramatic impact on certain players in the industry, even as many of those players choose to ignore or avoid the reality that not only is publishing changing, but the answer to my question above is changing, too. In other words, the values held by a previous generation are not my values as a "21st century publisher," operating primarily online, nor is what makes a book great the same.

For example, Cyber Law received excellent reviews, such as: "This book is a quick read and serves as an introduction to the basic issues involved in Internet marketing. Cyber Law's details provide valuable clues..." --Martha L. Cecil-Few, The Colorado Lawyer. And, Cyber Law was reviewed by a noted technology expert, and it is available at the New York Public Library. For me, that (and there are more great reviews of Cyber Law) is a solid set of reviews that brings great credit not only to this book but to my press. And this is how it goes for every single one of our titles-though some of our titles have more reviews than others. But, for an older person not accustomed to the Internet or technology and who grew up reading the New York Times Book Review, the above reviews (or the effect of their marketing) mean nothing-simply because Cyber Law was not reviewed by the New York Times Book Review or perhaps a handful of other esoteric, academic sources (many of which are dying or dead, such as the Los Angeles Times book review section). Therefore, this potential market share of customers won't buy a book that has not been blessed by their sources-such as Cyber Law (even being in the NY Public Library is not enough). This lack of "official sanction" in the publishing world has other consequences, such as making media attention in general hard to attract, among other things. And there are many other examples of how publishing of the past is clashing with the present, even down very petty things such as how older, independent bookstores will open a print-on-demand book to the back cover, note the placement of a bar code, and refuse to look any further at the book based on that fact alone. All of these biases (and there are many more) of the "old guard" are the equivalent of dismissing literally millions of writers who work online, and their books, and to exclude an entire generation-if not two generations-from access to the business of publishing and successfully marketing books in a profitable manner. It is a form of class warfare and economic prejudice. Even racial discrimination or nationalism can be applied to this "old guard" of publishing, who at the very least would be adamantly opposed (mostly politically) to free trade, which drives World Audience's business model. Old-school publishing thrives on unions, for example, which are useless online.

What makes a book great, therefore, is different for me, as a publisher-and not because of my politics (this fact too marks a divide). What makes a book great is when it gets great reviews and that it can survive and prosper on the Web. If a title can do that with limited help from its publisher-such as Cyber Law-then even better because that means even more sales are likely once more resources are applied to marketing it. But if older venues of judging a book's merit or "worth" are either gone or rapidly becoming obsolete, how is the other half to making a book great determined? A book's worth must now be defined by the author in additional to the critic. But the critic's role is diminished on the Web; he is nothing like Mr. Wood's role of the past. In the recent past, an author had little to do with a book's success, and he was even something of an afterthought. However, going back another generation, to maybe the 1920s, the author was a vital part of his book's success. How ironic that technology has returned the author to a prominent role. In the pre-Depression era (The Depression is when the business model of publishing that survives to this day formed), the author was a major media figure, and his image was central to the success of his books. Furthermore, an author's editor played a much larger role pre-Depression (such as Max Perkins) as opposed to the recent past, when editors were virtually non-entities. Yet, if you look at the start of my article, note the main players: author, editor, and publisher-and book. Because of the streamlined nature of our operations, and the multitude of technologies at our fingertips, we require no one else. We do not require a vast union of middlemen.

Publishing is changing, and the rate of change is only accelerating. It is amazing to me that there are still those who are, say, over 50 and averse to technology-and that includes much of the publishing industry. This group-this market share-exerts influence over a large piece of the publishing pie, even today. However, as the Internet and technology continue to evolve and become more sophisticated, "new publishing" is open to more market share, and this older demographic becomes irrelevant. For example, YouTube only became fully mature a year or two ago, and it has opened up many new opportunities for advertising and marketing books. The Web is simply too vast for older publishing business models, which are incapable of adapting, to survive. Thus, new business models that rely on technology-ebooks, for example-will take and replace the market share of old-school presses. Why would they not eliminate a smaller competitor? New publishing will not supplement the old model; it will eradicate it and take its entire market share. And readers used to getting their books through older distribution models will either adapt to the Web or live without books. And in the meantime, a new generation of publishers is redefining what it means for a book to be great, independent of what it meant in the past. Cyber Law is helping to define that, too, both through its well-written very subject matter and the course of success that it is charting on the Web.

M. Stefan Strozier lives in New York City. He is the founder and artistic director of La Muse Venale Acting Troupe. His plays, Guns, Shackles & Winter Coats, The Whales, The Tragedy of Abraham Lincoln, and The Green Game, were performed in lengthy runs, off-off and Off-Broadway, and in the Midtown International Theatre Festival. Additionally, he was written Belzac December Night (one-act; first of 8 plays about America), and La Revolucion (first of 3 5-act plays about the Mexican history), He has directed six plays and one staged reading of a musical, and produced twenty plays. His novels, short stories, poems, essays, plays, etceteras, are on his Web site: http://www.mstefanstrozier.org/ He has been published in literary journals (online and in print), magazines, and newspapers. He is the founder, CEO, and publisher of World Audience Publishers, and the editor-in-chief of audience Magazine.

Why a Little Paranoia of Foreign Regimes is Wise - A Book Review on International Trade Law

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President Ronald Reagan used to say; "trust but verify" and although that meant taking a foreign leader at his word, it also meant, check to make sure that their words are legitimate. Why?

Well, perhaps because it is the most deceitful that often become leaders of nations, meaning they are already accomplished liars, thus, you better follow up on anything they say or do. Speaking of which, let me recommend an excellent book on International Trade Law

"International Trade Law" by Indira Carr; Routledge Cavendish Publishers (2005)

This book is important and well known to International Law Professors that instruct on Trade Issues. Maybe some of our own leadership ought to become acquainted with it? And before I go any further let me recommend another book to you by David Lindgren: "Trust but Verify: Imagery Analysis in the Cold War" printed in 2005, because this book and especially the first book I mentioned is important to my next point

Interestingly enough, now it is our own Homeland Security or the authors of their recent unclassified report on "Right Wing Extremists" that seems to be a little paranoid of the most patriotic Americans. In their report they actually list "Paranoia of Foreign Regimes" as one of the signs that someone is a right-wing extremist and thus, needs to be watched?

Think to yourself how all this relates to the present period. Should Americans trust the Iranian President who made that comment about "blowing Israel off the map" or how about the North Korean Kim Jong Il who said "Never Again" with regards to six-party negotiation talks on their nuclear ballistic missile program? Should we trust Hugo Chavez, who has rigged the elections in Ecuador, Argentina, El Salvador and Nicaragua?

Or should be trust Cuba as a trading partner, a nation that owes nearly 30 Billion Dollars to other nations for trade goods it never paid for? We as Americans should be paranoid of foreign regimes, but our DHS should not be paranoid of patriotic Americans. I ask who is in the right state of mind; You or the DHS leadership and report writers?

Lance Winslow enjoys community philanthropy - Lance Winslow likes small business. Lance Winslow has also been involved in the Oil Industry; http://www.oilchangeguys.com/aboutus.shtml.

No. Soliciting

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This is the message given to most people who approach my front door. There are many others as well that have such a warning posted. Does it help? Not really. It is largely ignored by most people who come through my neighborhood. Of course, mine is not an isolated incident as I hear reports from many people that solicitors just pretend they did not see it or that they just flat out ignore the message. There is a reason too that this message is about as pointless as posting a sign on your door that says, "Zombie Apocalypse Approaching!". That reason.. money!

About 15 years ago I had a sales job that among other tactics, required a bit of door to doors sales of small businesses. When one gentleman in my group inquired about the "No Soliciting" signs and stickers, we were told to just ignore them. The instructor told us that most people put those up forget about them or they were there when they took ownership and they just did not remove them.

"If someone points the message out to you, just apologize and move on, but there is no reason to ignore a possible sale because of a sticker".

While this made sense to me at the time, now that I am seemingly plagued by these door to door salespeople at my home it is more than a bit annoying. So what can we do to fix the situation? Is there anything we can do, or do we have to take this to City Hall or some other code enforcement entity? Sometimes, if the mood presents itself, I will have a bit of fun with them. Much like the occasional telemarketer. Problem is however, these people are coming to my home. Knocking on my door. Wanting to sit there and talk with me while just 5 minutes ago I finished dinner and was just about to relax for a minute before the kids decide Dad has sat down long enough.

Recently the biggest offenders in my part of town have been Comcast. I have a personal issue with Comcast, but I think I will save that for another day because in the end, don't we all?? I will make one complaint here about their outside salespeople however, since I have the floor. You would think that they would send them out with some sort of information about the people they are trying to sell to. Maybe a list of current subscribers, or what services people have so they could try and sell add-ons. Instead, they came to my door as if I have never been a customer and knew nothing about the services they offered. Not only did that make me a bit upset, but I was offended that they apparently do not care enough about me as a customer to try and make my service better.?

Why do we have so many solicitors? Well, because we have a friendly and rich city. It is no big secret that people in St. Charles and Geneva are for the most part, well off. Or at least most are above the national average for household income. I am on the other side of that line however so I don't know why they bother me.. oh yea.. because I live here.

What about our local laws and ordinances, are they "solicitor friendly"? Actually, our local laws regarding this are pretty standard. The ordinance states that it is up to the residents to determine if a solicitor or peddler shall be invited or not. This means, and it is backed up by the context of the law, that if we say "No Soliciting" or "No Peddling", they have to obey.

The Geneva Municipal Code, Title 4-Chapter 8-Section 5 deals with the "Uninvited Solicitor" and the penalties involved. Keep in mind that the "Uninvited Solicitor" is one that ignores a posted sign or tries to otherwise gain the attention of the resident with the intention of selling something to them. This appears to me to be about 95% of the people I have encountered in my time living in Geneva. What about you?

So what are the penalties for such a nuisance (as they are referred to)? The first offense is a $50 fine, the second (within a 72 hour period) is $100. The fine doubles every 72 hours from there. Without such a penalty there is nothing stopping these people from engaging in this practice. I fear that most residents of Geneva are not aware that it is illegal to solicit door to door if you have previously made it clear that you do not wish to be bothered in this manner. Unfortunately none of this will stop unless people start acting on the law and force some of these companies to pay the fines. The penalties levied against such perpetrators is one that will hit them right where it hurts, their wallet. I would not think that a solicitor would continue to bug a homeowner after the first fine however. If they did, the second would surely stop them.

Now we ask ourselves, "is it really necessary to call the police or otherwise cause financial penalty to be sought"? That depends on how you feel about what is happening and whether or not you are bothered by it. Consider why we have so many in our neighborhoods for a minute. Then you can decide if it is better to just shoo them away or try and put an end to it for good.

So what or who we are dealing with. There is big push to help grow local small businesses and I have no qualms with that, in fact I support it. Last year I was solicited twice at my home from a local financial firm asking if they could help me with my retirement. Needless to say, I am not about to discuss my finances with someone who comes to my front door, but I am not about to call the police on someone who is polite, does not push for a sale when I say no, and does not come back over and over again. Ok, this is one type of solicitor that I have seen lately, what about the other?

You should have seen them at some point over the last couple of years, mostly during the summer months of course. They are dropped off on your block by someone in a van or a car, 4-5 deep. They spread out and attack a 2 mile radius before anyone knows what hit them. They sell anything from magazines and newspapers to cooking supplies and cheaper natural gas.This is a coordinated effort and one that is used because not only does it allow them to cover more area in the least amount of time. But because they want to be in and out quick. They know that they are normally not welcome and they have dealt with local police before. Last year I had a discussion with one of our fine Geneva Police Officers and they were all too aware of the "out of town peddlers".

The issue that I have with these people is not necessarily their warez, but rather where the money goes and how they go about getting the sales. Most of them are inner city kids or young adults. They sell magazines and newspapers with the guise that it is going to help them get to college or some other academic program that costs too much money for them to attend. They hit you with the oldest sales strategy in the book - guilt and sympathy. If you feel sorry enough for their plight you just might buy something. Have you ever taken the time to really examine their product catalogs? They look like they are on their last legs and have been used by what could be hundreds of previous salespeople.

They often hit you with, "your neighbor just signed up for 3 issues" or "I am only a couple more sales away from hitting my goal". The best part about some of these people is their use of the English language. I probably shouldn't get a chuckle out of it but I do. I cannot help myself because they are trying so hard to sound professional, but they struggle putting together a simple sentence. Especially when what they are telling you is a flat out lie. Furthermore, you can usually tell that they have been coached by people who are experienced salespeople because they will not take the first "no" for an answer and usually have a quick rebuttal for your first rejection.

One of the biggest problems with the whole scenario is that in most cases, you stand a good chance of not getting what you ordered in the first place. I have looked at a couple of the sheets when they claimed that "my neighbors" signed up or bought something. I did not recognize any of the names on the sheet. Of course I don't know everyone, but you would think that if the address matched someone I knew, that I would at least see the name of a friend. Instead it was obvious that the name on the order form did not match that of the person who lived at the "claimed" address. You have to be leery of these so-called salesmen, in most cases this is a scam.

The best thing that you can do to protect yourself is to first get a No Soliciting sticker or card. A simple 3" x 4" card that indicates your determination to not be bothered. Place it near the front entrance of your residence, and you will be protected by law. Should you be bothered because someone has ignored your message you then have every right to call the police. However this is entirely your choice. I only suggest that you exercise a little bit of common sense in this type of situation. In some cases you will be targeted a couple of times in a 3 day period because they are canvasing your area in the hopes to make as many sales as possible. If this happens you might want to call the police because they are probably claiming to be working for a charity and none of it is true.

Use your best judgement. Talk to your neighbors. Do not let yourself fall victim to any type of scam or theft. It is a bit more common than you might think. Remember, you are protected by the law in this case and if you need to utilize it then do so. You have every right to enjoy the privacy of your own home.

See more writing as well as the authors website with more interesting information at
Diverse By Design

Running a Side Business - How to Create a Second Income

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AppId is over the quota

"Running a Side Business: How to Create a Second Income" by Attorney Richard Stim and Lisa Guerin, J.D. is a great little book containing the basics of starting a business on the side, while keeping your day job. It is one of the Nolo and USA Today collaborations, so it brings legal information in an easy to understand format with the checklists, tips, and USA Today Snapshots. It's an interesting and informative book.

The book is just over 250 pages and contains 10 chapters. The first chapter discusses things you need to consider before you start a side business, and looks at various side business available. The second chapter focuses on on-line stuff. Free things you can find on-line as well as earning money with Amazon, ebay, affiliate programs and so on.

The third chapter is on managing money. It provides the basics regarding record keeping, bookkeeping, accounting methods, cash flow, forecasting, and related money matters. Chapter four provides some basics on protecting personal assets by discussing business entities and insurance.

Chapter five is titled "Avoid the Lawyers" and provides information on contracts. The basics are here, but if your business involves certain elements, products, or services, you may want an attorney to review some of your agreements before finalizing them.

The sixth chapter deals with licenses, permits and other paperwork. Good general information here, but you probably want to check your local laws to insure compliance. And yes, the author recommends you do this at the end of the chapter too. Chapter seven deals with working from home. Home office efficiency is the primary focus, and then there is a little to evaluate when you might want to move out of your house, as well as a few other tips.

The focus of chapter eight is working with others. The basics of employee vs independent contractor are explained, as well as other topics related to working with family, taxes and so on.

Chapter nine presents some marketing basics. There are a variety of tips and strategies for marketing. The final chapter, ten, provides advice on taxes and deductions. Again, I'd use this to learn some basics and then discuss with your tax preparer.

A lot of the information in this book can be found in other books in more detail, but what this book does is provide basics in a simple single volume with the small side business as the focus. Most other resources don't provide that. I do believe, if you are thinking of starting a business on the side, this book would be a great starting resource. You'll probably want more resources as you get going and determine the areas you need more assistance with, but this is definitely a great first read for anyone thinking about starting a side business.

Alain Burrese, J.D. is a performance and personal development expert who teaches how to live, take action, and get things done through the Warrior's Edge. Alain combines his military, martial art, and Asian experiences with his business, law, and conflict resolution education into a powerful way of living with balance, honor, and integrity. He teaches how to use the Warrior's Edge to Take Action and Achieve Remarkable Results. Alain is the author of Hard-Won Wisdom From The School Of Hard Knocks, the DVDs Hapkido Hoshinsul, Streetfighting Essentials, Hapkido Cane, the Lock On Joint Locking series, and numerous articles and reviews. You can read more articles, over 100 reviews, and see clips of his DVDs as well as much more at http://www.burrese.com/.

Law School Confidential Review

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The Law School Confidential: A Complete Guide to the Law School Experience, By Students, For Students has been called "a must for anyone attending or thinking about law school" by The Houston Lawyer, and is one book that can be found in the bookshelf of every law student.

Law School Confidential is considered the "little black book" of law schools around the United States. Rather than being a simple guide book with study and exam prep tips, this book aims to be a complete guide to the entire law school experience. It walks the reader through what it feels like to be inside a law school - surviving the first year and the 1L exams, the summer law internship, the screening interviews come graduation. The author frequently uses the experiences of former law students to make its points clear, and at that it is quite effective.

The book begins with a string of lengthy chapters on orienting the reader with the process of getting inside a law school. This "beginner's guide" is exhaustive and well written, and does a good job of introducing law school and its lifestyle to the reader. However, one feels that more could be devoted to how to actually pick which school to apply for.

Some very useful information comes in the form of the grading curves in each individual school, and which school has pass fail grading available as an option. For most first year students, this information can be vital; the first year is easily the toughest.

The book stresses the fact that the best, and the most useful tips and advice often come from fellow students and not professors. In most schools, the 2L and the 3L students are the go to guys - the professors are often either too busy to entertain individual students, or are not open enough in sharing information.

The strongest point of the book, and one that has made it so popular among most law students is its no nonsense, conversational tone. Most law books tend to throw legal mumbo jumbo at their readers - a tradition among lawyers themselves - but this book keeps the verbose to a minimum, and focuses on delivering frank information that can be actually useful to those thinking of, or attending legal school.

Where this book fails is that it can be too basic sometimes, coming across as preachy. Some of the study tips are downright basic - things which most people have picked up in their undergrad years itself. Moreover, the book tries to push certain tactics which may not be applicable to everyone.

Nonetheless, as the Houston Lawyer says, this book is definitely a must for anyone either thinking of becoming a lawyer. As the New York Law Journal put it, this is quite a "useful, worthwhile book".

The list of best lsat prep books can be exhaustive and infinite. At our website, JDJungle.com, we try and make things a bit easier by reviewing the best law books, such as law school confidential, et cetera, along with regular tips on getting into the law school of your choice.

Building a Parenting Agreement That Works - Child Custody Agreements Step by Step

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As a mediator, I've spent a lot of time helping divorcing parents work out a fair and realistic parenting plan or custody agreement that works for them and their children. The plan needs to protect the best interests of the children, and it is the parents who know the children best. Absent any abuse, it really is the parents, not the court or other experts, who need to work together to create a parenting plan that will work for everyone involved. That is where this book comes in. "Building a Parenting Agreement That Works: Child Custody Agreements Step by Step" by Mimi Lyster Zemmelman contains practical solutions and sample language to assist divorcing parents overcome obstacles and build win-win custody agreements that allow everyone, parents and children, to live in their new arrangement.

Obviously, I believe a mediator is greatly beneficial when disputing parties are trying to reach agreement, but for many, using a text such as Zemmelman's "Building a Parenting Agreement That Works" will assist them with successfully navigating these difficult waters in a stressful time. The book does a very good job of covering all the important ingredients of a successful parenting agreement. And I should point out that a successful parenting agreement is one that works for the people involved. You don't want to use a cookie cutter plan for everyone, but rather design the plan that works for the people and situations involved.

After a short introduction that explains the book, part one focuses on getting started and covers topics such as taking stock of your situation, an introduction to parenting agreements, getting organized, and advice on how to negotiate a parenting agreement.

Part two of the book focuses on the actual Parenting Agreement. It has chapters on building your agreement, basic elements, more parenting issues, serious situations, and special challenges. Not everyone will need all of the components here, but it is great to have so much included for those that do. Again, you need to use the portions of the book that fit your own situation.

Part three of the book has chapters that go beyond the parenting agreement. Chapter topics include: child support, alimony, jointly owned property, making mediation and arbitration work for you, making changes, understanding your children's needs, multiracial, multicultural, and international families, nontraditional families, state and federal laws affecting child custody, and help beyond the book. The appendix contains some worksheets and a fill in the blank Parenting Agreement.

Because laws change all the time, it is prudent to check with an attorney or your local courts to ensure any laws the book shares are accurate for your jurisdiction. It is also advisable to seek guidance from an attorney if you have any questions regarding your divorce. I also liked the chapter on mediation, because if you are having difficulty in building a parenting agreement, the assistance of a mediator can be extremely beneficial. This is especially true for parties that are having difficulties communicating with each other.

For divorcing parents, this book has a lot of very good information. Nolo books do a very good job of making legal issues accessible to everyone. However, as an attorney and mediator, I also found this book very valuable for my practice. The information provided in this book will help me help others. I recommend it highly to any divorcing parents and to all mediators and attorneys who assist divorcing parents.

Alain Burrese, J.D. is a writer, speaker, and mediator who teaches how to live, take action, and get things done through the Warrior's Edge. He is an expert on conflict and mediates and teaches conflict resolution and negotiation. Alain combines his military, martial art, and Asian experiences with his business, law, and conflict resolution education into a powerful way of living with balance, honor, and integrity. He teaches how to use the Warrior's Edge to Take Action and Achieve Remarkable Results, as well as resolve conflict and negotiate. Additionally, he teaches physical conflict skills in his Hapkido and Self-Defense courses, lectures, and seminars. Alain is the author of Hard-Won Wisdom From The School Of Hard Knocks, the DVDs Hapkido Hoshinsul, Streetfighting Essentials, Hapkido Cane, the Lock On Joint Locking series, and numerous articles and reviews. You can read more articles and reviews and see clips of his DVDs as well as much more at http://www.burrese.com/ and http://www.yourwarriorsedge.com/

Ramaiya - Guide to the Companies Act (With a Thorough Discussion of SEBI Guidelines)

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There are few books that have made history in their respective fields and have developed an unusual crave for them amongst their patrons. This encyclopedic work of RAMAIYA'S is undoubtedly one in the Company Law field.

Every edition of this book has sold like proverbial hot cakes, pointing clearly to its scholastic wealth on the subject, its deft handling by the authors its usefulness, utility and eventually the popularity of the book in the field. It has stood the test of time and has triumphantly met the strictest scrutiny from its discerning and discriminating readers and reviewing critics. The book in its every edition is quite eagerly awaited and widely welcomed by the people in the Company Law field.

The present edition is now released with the pride and glory of the previous editions.The present Reprint Edition of BOX 1 2006 is as Amended by the Companies (Amendment) Act, 2006 (23 of 2006) assented on 29th May, 2006 and the Companies (Central Govt's.) General Rules & Forms (Amendment) Rules, 2006 relating to e-filling of e-forms and text of SEBI Guidelines updated till May, 2006, incorporating all such statutory changes under appropriate sections of the book. Along with Stop Press running into 800 odd pages containing text of latest Amendment Acts, Rules, Regulations, Guidelines, Schemes, Departmental Circulars, Clarifications, Press Notes, Notifications etc. ETC.! The present new edition is being offered packed into 2 Boxes sold separately. Box 1 Reprint 2006 (Statutorily Updated till May, 2006 at appropriate places) contains 3 Parts of Treatise and 1 Part of Appendices (Appendix 1 to 150) running into 9500 plus pages. Box 2 Original Print 2004 (Optional purchase) contains 2 Parts of Appendices (Appendix 151 to 326) together running into 4000 plus pages. The present new edition encompasses within its extensive bounds all amendments made by the Companies (Amendment) Act, 2002 (1 of 2003), the Companies (Second Amendment) Act, 2002 (11 of 2003), the Companies (Amendment) Act, 2006 (23 of 2006) along with e-filling of e-forms incorporating them at appropriate places of the book. In its attempt to keep abreast of the latest developments, the new edition has taken due stock of FEMA, 1999, NBFC Directions, 1998, SEBI Act, 1992 with thorough coverage of case law references, SEBI Guidelines 2000 for Disclosure and Investor

Protection and other various Guidelines, Rules and Regulations issued in respect of securities market, delegation of various powers and functions to SEBI under the Companies Act, 1956 and Securities Contracts (Regulation) Act, 1956, etc.The new edition has been thoroughly revised, even re-written at places, adding further useful notes and comments in respect of several matters of Company Law Procedures and Practice and brought completely up-to-date. In this NEW EDITION the editors have considered in detail all current topics, equal stress has been laid to make the book more practical, more authoritative, more exhaustive by adding more than 125,000 lines and discussing more than 3,500 additional cases (Indian & Foreign) decided by the Supreme Court of India, various High Courts and Foreign Courts adding nearly 4000 additional pages together in both the Boxes to the new edition.Almost all Departmental Circulars, Clarifications, Notifications, Press Notes issued till date have been discussed with original extracts along with thought-provoking interpretations and comments under the sections. A very special feature of this edition is a thorough coverage of of Compliance Certificate Rules with the help of the ICSI Guidance Note on Compliance Certificate, and up-to-date revised Secretarial Action Points, Practice Notes, Check-list, list of Documents involved and petitions to be filed with Company Law Board. Yet another important feature of this edition is the discussions of various pronouncements and guidelines of the ICAI in the shape of Accounting and Auditing Practices, Statements and Standards, Guidance Notes and Opinions in brief but in exhaustive manner under appropriate sections of the book relating to Accounts and Audit. New edition carries nearly 326 useful Appendices duly cross referenced under appropriate sections bound in 3 separate handy Parts. Appendix Part 1 contains Appendix 1 to 150 sold with Box 1. Appendices Part 2 containing Appendix 151 to 255 and Appendices Part 3 containing Appendix 256 to 326 packed in Box 2 is sold separately and is optional for the buyers.

This edition, in nut-shell, is the most authoritative, exhaustive, radically revised, enlarged and most up-to-date on the subject and there is little doubt that for its tried and proven utility, the book in its present edition will have its Biblical place on the shelf of every Lawyer, Chartered Accountant, Company Secretary, Company Administrator, Company Executive, and all such individuals who are in anyway concerned with the Company Law. Needless to say that the fine print and the fascinating get-up of this new edition will only add to the spell of the book on our patrons."

When It Comes to Lawsuit Funding, Give Your Attorney a Break

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AppId is over the quota

Applicants for lawsuit funding, otherwise known as lawsuit loans or litigation cash advances, have wide and assorted reasons for seeking pre-settlement cash against the potential recovery of their legal proceeding. In many instances, applicants require funding as quick as possible. Of course, lawsuit funding companies are in the business to help these individuals and it is in their best interest as well that the transaction take place in a timely fashion.

Unfortunately, many clients are disappointed to experience that the whole process takes longer than expected. Compounding the problem is promises of "12 hour approvals" and "get your money today" advertisements all over the internet. That is not to say that no cases are funded in the 12-24 hour time frame. In fact, lawsuit funding contracts are routinely executed on the same day as the application. And this occurs each and every day.

The problem is adjusting the applicant's expectations because not every case is submitted, paperwork received, attorney interviewed, contract drafted and executed, and money disbursed all in one business day. In prior articles, we discussed some potential obstacles standing between the applicant and a successful funding transaction. Below, we discuss the attorney's role in the funding process and how his participation is a necessary prerequisite for anyone hoping to obtain a lawsuit cash advance. Further, we consider the attorney's point of view as it pertains to the process of obtaining a cash advance against a case.

The lawsuit funding process begins and ends with attorney cooperation. Because the lawsuit loan business is driven, first and foremost, by the compilation of paperwork, attorneys are usually in the best position to assist in the transaction. And the vast majority of attorneys sincerely desire to help their clients, especially if in so doing, the case results in a better outcome.

The real difference between the client and the attorney, when dealing with the steps needed to successfully pursue cash advance funding, is urgency. For the most part, attorneys do not personally feel the financial strain the applicant is feeling. He is simply conducting his work load as he runs his business. It would be unfair to ask an attorney to monitor the finances of each and every client he represents. That is simply not in the scope of his representation. Normally, neither is representing the client in a lawsuit funding transaction.

That is not to say that attorneys do not cooperate at all. When problems do arise, they usually revolve around the timing of the response. Frequently, the applicant needs the money yesterday. The attorney however is often unable to respond within the client's immediate time frame. Applicants would do well to understand that their lawyer is trying to run a business. He has more than one case and usually a large work load. Asking the lawyer to drop everything that he is doing to help compile paperwork is not realistic.

As stated above, attorney cooperation is vital to obtaining lawsuit funding. It makes no practical sense to pester or otherwise antagonize this individual. Lawsuit loan applicants would be better served if they simply adjusted their expectations and gave their attorney some time to fit the tasks into his schedule. After all, his cooperation is crucial.

The good news is that lawsuit funding is now part of most personal injury practices. As attorneys become more and more familiar with the process, they will be less and less resistant to it, and more able to allot the proper amount of time to the transaction.

Thank you for your interest in the lawsuit funding business.

PMC

Book Review: The Path Of The Law

Title:The Path Of The Law

•Sub-title:Learning, Understanding, and Mastering the Law

•Author: Oliver Wendell Holmes, Jr.

•Release date: 2009

•ISBN: 978-1933230-08-5

Introduction

The thoughtful reader of The Path of the Law will enjoy the feeling of having at his side a guide, philosopher, and teacher who carefully guides him to learning, understanding, and mastering the law. To read and reread this book is to experience taking it from a great teacher some of the things he has learned and to become excited about the subject too.

The Path of the Law presents the conclusions drawn by Holmes after more than 30 years of legal observation, thought and practice of law. He probably wrote this essay to further discuss what he began in his most famous publication, The Common Law. The Path of The Law was written not as a manual about the practice of law, but a manual to show students how to think like a lawyer. what it means to be a good lawyer. and what it means to have a successful law career.

What Is This Book About?

Obviously, many changes and improvements have taken place in the legal profession and in legal education since Holmes wrote this essay in 1897. Purpose in this book Holmes is not concerned with the practical minute details of learning about the law: "Theory is my subject, not practical details." The modes of teaching have been improved since my time, aim ability and industry will master the raw material with any mode. "Theory is the most important part of the dogma of the law, as the architect is the most important man who takes part in the building of a house."

Who Is Holmes?

Holmes was in a position to speak about American law with great authority. After graduating from Harvard with his law degree, he taught law there. He then served for 20 years on the Supreme Judicial Court of Massachusetts. Then he was appointed to the U.S. Supreme Court as an Associate Justice, where he served for 30 years. Despite his fancy titles and very extensive experience, Holmes never talks down to the reader of this book. Holmes' obvious love of the law and his desire to help others understand this attraction comes through to the reader loud and clear. Holmes uses many easy-to-understand examples throughout the essay to make his point.

The "Bad Man Theory" and "Morality Vs Law."

The quality and simplicity of Holmes' writing is reason enough to attract readers - especially law students. His illustrations are obviously chosen from wide experiences and are like vivid pictures flashed on a miniature screen. Everyone's favorite illustration is usually Holmes' explanation of his "bad man theory". Holmes explains "that a bad man has as much reason as a good one for wishing to avoid an encounter with the public force, and therefore you can see the practical importance of the distinction between morality and law". In other words, a bad man will want to know only what the material consequences of his conduct will be; He will not be motivated by morality or conscience. This example sets the stage for most of the book. Holmes puts a lot of effort into giving examples of the differences between morality and law.

History and Tradition

A large portion of the book discusses the importance of history or tradition, as an important part of the study of law. Holmes tells us that "The rational study of law is still to a large extent the study of history." History must be part of the study, because without it we cannot know the precise scope of rules which it is our business to know. "It is part of the rational study, because it is the first step toward an enlightened skepticism, that is, toward a deliberate reconsideration of the worth of those rules."

Isn't This Book Outdated?

The hasty reader might assume that this book was written too long ago to be of any practical use to a modern law student or lawyer. But a careful reader will immediately realize that Holmes has much to offer us today. Holmes sums up his entire book in two short paragraphs:

"I take it for granted that no hearer of mine will misinterpret what I have to say as the language of Sunir." The law is the witness and external deposit of our moral life. Its history is the history of the moral development of the race. The practice of it, in spite of popular jests, tends to make good citizens and good men. When I emphasize the difference between law and morals I do so with reference to a single end, that of learning and understanding the law. "For that purpose you must definitely master its specific marks, and it is for that I ask you for the moment to imagine yourselves indifferent to other and greater things."

"If a man goes into law it country to be a master of it, and to be a master of it means to look straight through all the dramatic incidents and to discern the true basis for prophecy." "Therefore, it is well to have an accurate idea of what you mean by law, by a right, by a duty, by malice, intent, and negligence, by ownership, by possession, and so forth."

Conclusion

Those of you reading this book before entering law school should make an effort to re-read it several times during your law school studies. It is then that you will begin to understand more of The Path of the Law each time you read it, and really begin to understand what Holmes was trying to tell us - at a level deeper - and enjoy his message even more.

Joseph v. Kunz, Jr. is an author, self-publisher, educator, infopreneur, small-business manager & marketing maven & wiz, husband & father of twins. Life-long love affair with books and reading. Very excited about being part of the new media movement. Known for casual, easy-to-read writing style and ability to explain complex topics in an andmature way. Kunz likes to share all that he has learned about self-publishing and small-business management at KunzOnPublishing.com. "If you are serious about your work you should self-publish." Retain creative control. Retain the profits. "Enjoy the satisfaction and status that comes with being published." Visit Kunz's website about all aspects of self-publishing at http://www.KunzOnPublishing.com /, for an insider's guide to becoming a financially successful and happy self-publisher, and sign up for his free newsletter.

Crazy in America

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"A national scandal" is the coined phrase Ms. Pfeiffer, an investigative reporter, uses to describe mentally ill persons and their shockingly tragic encounters with the criminal justice system. In this heartrending book she meticulously documents the stories of six mentally ill individuals who came into contact with the criminal justice system because of aberrant psychotic behaviors related to their illnesses and suffered tragic experiences in jails and prisons. This is the horrific story of how incarcerated mentally ill human beings are often subjected to dehumanizing experiences. It is a documentation of human beings in a system with "too little mental health care" and a system wherein "people are expendable in a society that's good at locking people up but not so good at setting them free."

This is the story of Shayne, who at the age of fourteen was diagnosed with acute schizophrenia. From that point on, she experienced extreme coping difficulties and over the years was hospitalized twenty-five times as well as spending time in prison. Much of her time in prison was spent in "the hole" because of her inability to follow prison rules. She successfully pulled out one of her eyeballs; two years later she succeeded in pulling out the other eyeball, completely blinding herself.

This is also the story of Luke, diagnosed as bipolar and addicted to drugs at a young age. Depression was also a part of his life. After being incarcerated for drug possession Luke's difficulty with coping skills escalated. He became increasingly emotionally frantic until, regrettably in desperation, he died from suicide.

This is the story of Joseph who had stolen several cars and ended up in a youth correctional facility where he could not successfully cope. After spending two months in a lockdown situation in a small cell with no TV, no family visits, no exercise, no personal possessions, no mental health services the severely distraught Joseph became another tragic statistic when he died from suicide at the age of eighteen.

Crazy in America is an intense, emotionally-draining portrayal of the lost lives of mentally ill individuals within a system that failed them, a system that failed to understand their illnesses and therefore failed to effectively treat them. The individuals are but a few of many that Ms. Pfeiffer could have portrayed. As the author states, "The mass of imprisoned humanity includes at least three hundred thousand people with mental illness." This book adds to the growing list of books addressing the ever increasing social problem of mental illness and incarceration.

The author is a strong advocate for change and has written numerous articles on incarcerated mentally ill persons. She clarifies her meaning of the word crazy. She does not use it to refer to mentally ill individuals; she uses it to describe what she says is the crazy way society reacts toward mentally ill individuals. Ms. Pfeiffer appropriately and fittingly concludes her book by stating, "America needs to try again to heal its ills and to help them heal themselves, with the wisdom of history and the knowledge that the people we will help, the people we will heal, will be ourselves."

Crazy in America
by Mary Beth Pfeiffer
Carroll & Graf Publishers, 2007, 272 pages

Nolo's Encyclopedia of Everyday Law: Answers to Your Most Frequently Asked Legal Questions

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AppId is over the quota

As a publisher, NOLO does a great job at publishing books that allow everyone access to legal information. Most are written by attorneys, but in language that everyone can understand and benefit from. And while I still believe that there are issues where a person needs to hire an attorney, the books by NOLO allow people to do many things themselves, or to have a better understanding of things when they do hire an attorney. The 8th Edition of "Nolo's Encyclopedia of Everyday Law: Answers to Your Most Frequently Asked Legal Questions" by Shae Irving, J.D. & the editors of Nolo is a book that will help you do things yourself, and provide a general working knowledge of topics that you might want assistance with from an attorney.

The back of the books says, "Everything you ever wanted to know about the law, but couldn't afford to ask." While maybe not everything, this book does contain a lot of information. Obviously, in an encyclopedia type format, it does not go into depth on the topics, but for a general understanding, it does quite well, and for most people, that's what they will need to know to make informed decisions regarding what to do next when dealing with certain circumstances, or when they just need to know what something means.

The chapters in this book cover many different topics and areas of law, including houses, neighbors, landlords & tenants, workplace rights, small businesses, patents, copyrights, trademarks, your money, cars & driving, wills & estate planning, health care directives & powers of attorney, older Americans, spouses & partners, parents & children, courts & mediation, criminal law & procedure, and the book concludes with a glossary and and appendix on legal research. As I mentioned, this book does not go into any depth on the topics. In fact, you can find entire books, and sometimes volumes of books, on the topics covered in the chapters here. (Nolo has many books on the topics in these chapters)

However, for a concise, single volume, that covers the basics, this is a handy reference. The book is organized well, and the entries are often in the form of question and answer. For instance, in the workplace rights chapter, there is a heading, "Am I entitled to severance pay if I am fired or laid off?" There is then a short answer explaining procedures and rights. The chapters also include references to websites that will provide online help, as well as other book titles that go more in depth on topics.

Overall, this is a very good book if you want a reference that contains a little bit about many areas of law. For quick, general legal questions, this book does a great job of answering them in plain English without legalese. Because the law effects all areas of our lives, this is a handy book to have to assist you with your legal questions.

Alain Burrese, J.D. is a writer, speaker, and mediator who teaches how to live, take action, and get things done through the Warrior's Edge. He is an expert on conflict and mediates and teaches conflict resolution and negotiation. Additionally, he teaches physical conflict skills in his Hapkido and Self-Defense courses, lectures, and seminars. Alain is the author of Hard-Won Wisdom From The School Of Hard Knocks, the DVDs Hapkido Hoshinsul, Streetfighting Essentials, Hapkido Cane, the Lock On Joint Locking series, and numerous articles and reviews. You can read more articles and reviews and see clips of his DVDs as well as much more at http://www.burrese.com/ and http://www.yourwarriorsedge.com/

Drive: Tapping Into Lawyers' Intrinsic Motivation

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Daniel H. Pink's 2009 book entitled "Drive: The Surprising Truth About What Motivates Us" ("Drive") is filled with information that is highly relevant to the legal profession today.

The central thrust of Drive is that motivating professionals like lawyers requires law firms to go beyond the traditional use of sticks and carrots, punishments and rewards. Pink argues that instead of focusing on these external motivators, what law firms need to do is tap into the intrinsic motivational drive of their lawyers. This will result in more engaging and ultimately more satisfying work. Pink argues that this will not only reduce lawyer turnover and burnout, but that it is in fact the secret to high performance.

Pink highlights three key aspects of work that make it more inherently satisfying: (i) autonomy; (ii) mastery; and (iii) purpose. He argues that these components of intrinsic motivation are interdependent and mutually reinforcing - that, like the legs of a tripod, the apparatus of excellence cannot stand without each component in place.

If there is any merit to Pink's argument, then law firms would be well advised to pay careful attention to each of the three components of intrinsic motivation in their human resource strategies. Here are some ideas on how to do so:

(i) Autonomy: There are five main ways firms can increase their lawyers' overall sense of autonomy. These include giving lawyers greater leeway over: (i) what to work on (subject autonomy); (ii) when to do their work (time autonomy); (iii) where to do their work (place autonomy); (iv) who to do their work with (team autonomy); and (v) how to do their work (technique autonomy). The idea here is not that firms have to grant their lawyers full autonomy over all aspects of their work. It is simply that law firms have at their disposal five separate channels along which to promote greater lawyer autonomy, and that an increase in autonomy along any one of these five channels will result in a higher level of work satisfaction.

(ii) Mastery: Law firms can promote lawyer mastery by aligning the difficulty of certain tasks with their lawyers' overall level of skill or development. Pink calls these "Goldilocks tasks" - tasks that are neither too hard nor too difficult. The idea is that in order to develop mastery it is important for lawyers to be engaged; and in order to be engaged they must be presented with challenges that are well suited to their skill level. Tasks that are too challenging result in a sense of being overwhelmed; tasks that are too easy result in boredom; tasks that are neither too hard nor too easy, but "just right" result in engagement. Engagement, in turn, leads to mastery. Law firms that care about developing masterful lawyers should ensure that they are neither overwhelmed nor bored - that overall they are engaged by their work. If firms are able to strike this balance, their lawyers' work becomes its own reward.

(iii) Purpose: To make their lawyers' work more satisfying, law firms would also do well to consider increasing the emphasis they place on meaningful, not just profitable, work - that is, work that gives their lawyers a sense that they are making a positive contribution to something greater than themselves. This does not mean rejecting profit as a motive; it simply means making greater room for non-profit driven contributions. This might mean crafting a mission or vision statement that espouses genuine non-profit related values, and ensuring that incoming lawyers share those values. It might also mean placing greater emphasis on pro bono work, and perhaps including it as part of performance reviews. It might even mean hiring professional coaches to work with their lawyers. Whatever the approach, taking steps to instill a greater sense of purpose into the work life of many lawyers will ultimately make them more committed, creative, resourceful, and yes: satisfied.

It is no secret that lawyers are, in general, a notoriously unhappy lot. It is also clear that lawyers are the most important resource of any law firm. Firms that value this resource would be well advised to take seriously the ideas put forth in Drive. In the end, when lawyers are satisfied with their work, everyone stands to win - not just the lawyers themselves, but their colleagues, their firms, and most importantly their clients.

Adam A. Kay is a professional coach for lawyers, law students and legal professionals. He is a former international arbitration lawyer and is now the owner and founder of J.D. Life Coach. For more information, visit http://www.jdlifecoach.com/.