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It’s Spring 2016. Will Hillary Clinton be indicted?

A simple Google search turns up numerous articles on the pending FBI investigation into Hillary Clinton's private email account and server. Reflecting an election season marked by harsh and exaggerated rhetoric, they typically swing between forceful speculation that an indictment is a foregone conclusion to strident argument that the whole affair is a trumped-up red herring. As has become par for the course on the modern American political scene, it is exceedingly difficult to distill reasoned analysis of the issue from impurities wrought by fiery electoral passions.In truth, the whole affair exists in a drab world of black and white and gray -- the world of legal analysis populated by statutes, cases, reports, memoranda, and evidence. If the FBI is taking the investigation seriously (and we have every indication that it is), then it will make its recommendation based on a careful consideration of the facts and law. It stands to reason, then, that one ought to attempt to undertake a careful consideration in order to assess the probability of whether the investigation will culminate in a recommendation to indict.I will try my hand at such an analysis here. Before proceeding, I wish to make it clear that (1) I am not a criminal lawyer; and (2) I am not an expert in national security law. I am, however, a practicing civil litigator with over a decade of experience analyzing legal fact patterns covering a range of circumstances and statutes. I consider legal analysis to be a professional skill that becomes more refined with experience. And the better one becomes at legal analysis, the more accurately one is able to predict legal outcomes.Also, I am an avowed Bernie Sanders supporter, and I help run a Super PAC that is endorsing Sanders. In assessing my analysis, these facts should also be noted, as it would seem Sanders has much to gain politically should an indictment be probable. That said, I will do my best to minimize the extent to which my political affiliation colors my reasoning. In other words, I will treat this exercise as if I were seeking to give sound and sober legal advice to a valued friend. I suspect most agree that a good attorney would be doing his or her friend a disservice by giving anything other than unvarnished, objective legal advice.By the same token, I would be doing Sanders and his supporters no favors by propagating a falsely inflated assessment of the likelihood of indictment. I personally believe that the advisability of Sanders remaining in the race through the Democratic National Convention is directly proportional to the probability that Hillary Clinton will be indicted. Sanders' only path at winning the nomination entails convincing a large chunk of the 712 Super Delegates to vote for him. Because 547 of the Super Delegates have already pledged support to Clinton, Sanders will have to make a compelling argument to them in order to gain their votes. Perhaps the most compelling argument potentially available to Sanders is the argument that he should be nominated in order to avoid nominating a candidate under federal indictment.Thus, if I provide a falsely inflated prediction that Clinton will be indicted, then I will risk creating falsely high expectations among Sanders supporters that their candidate has a compelling case to make to the Super Delegates at the Convention. This will exaggerate the current disharmony between Clinton supporters and Sanders supporters, making it less likely that the Democratic Party would be able to unify around Clinton should she win the nomination. In such an event, I will have helped make it more likely that Trump will win in November. This would horrify me no end because I, like Bernie Sanders, believe that on her worst day, Clinton is "100 times better" than Trump.As such, my own personal stakes in providing an objective and accurate analysis are quite high. I would be extremely horrified to know I had contributed in any way to the election of a President Trump in 2016.Before getting to the analysis itself, let me offer a few words about why the issue is important. I was shocked by recent polls showing that as many as 71% of Democratic voters believe Clinton should keep running even if indicted. It seems practically self-evident to me that having its presidential nominee under indictment would be an utter travesty for the Democratic Party. That said, assuming it is indeed true that at least some of my fellow Democrats must be persuaded that such a scenario would be terrible, allow me to offer this: Let us assume that Clinton, while under indictment, is still able to muster enough political acumen to defeat Donald Trump in the general election. (I do not believe this an obvious assumption at all, but let's just assume to simplify the argument). Now picture the galactically hideous spectacle of a Republican led-House of Representatives voting to adopt articles of impeachment against Hillary Clinton just as soon as she is inaugurated into office. (If you don't believe a federal officer may be impeached based on his or her conduct prior to taking office, please review the impeachments of Judge Robert W. Archibald and Judge G. Thomas Porteous).****According to most reports, as far as the FBI investigation is concerned, there are only two statutory provisions in play: (1) 18 U.S.C. s. 1924; and (2) 18 U.S.C. s. 793(f). In the interest of brevity (as well as maintaining a presumption in favor of Clinton), I will focus only on the latter.The pertinent text of 18 U.S.C. s. 793(f), a sub-provision of the section entitled "Gathering, transmitting or losing defense information," reads:"(f) Whoever, being entrusted with or having lawful possession or control of any document, writing, code book, signal book, sketch, photograph, photographic negative, blueprint, plan, map, model, instrument, appliance, note, or information, relating to the national defense, (1) through gross negligence permits the same to be removed from its proper place of custody or delivered to anyone in violation of his trust, or to be lost, stolen, abstracted, or destroyed, . . .Shall be fined under this title or imprisoned not more than ten years, or both."My first observation is that the statute has a broad scope. Notably, it pertains to documents (and the like) "relating to the national defense," thereby eliding the entire debate over whether any of Clinton's emails were classified at the time she sent or received them. As it turns out, the decision to focus solely on s. 793(f) allows us to disregard an entire line of defense arguing that Clinton should not be indicted due to uncertainties regarding the classified status of her emails.My second observation is that from the prosecution's point of view, the statute requires a relatively low class of mens rea: "through gross negligence" as opposed to "knowingly" or "purposefully." While it has been suggested that "gross negligence" is a "nebulous" term, the two definitions offered by my copy of Black's Law Dictionary appear rather straightforward: (1) "A lack of slight diligence or care"; or (2) "A conscious, voluntary act or omission in reckless disregard of a legal duty and of the consequences to another party, who may typically recover exemplary damages."Lining up the known facts with the relevant statutory language is straightforward as well. Hillary Clinton's emails, during her tenure as Secretary of State, are undeniably documents related to "the national defense." There are thus two key questions to answer: (1) when Clinton used a private email account based on a private server in her home to send and receive emails, were her emails thereby "removed from [their] proper place of custody"; and (2) if so, did this occur through Clinton's "gross negligence"? If there is probable cause to answer "yes" to both questions, then an indictment is warranted.So what are the facts? The best source to date is the Report released on May 25 by the State Department Office of Inspector General.The Report states:"Secretary Clinton employed a personal email system to conduct business during her tenure in the United States Senate and her 2008 Presidential campaign. She continued to use personal email throughout her term as Secretary, relying on an account maintained on a private server, predominantly through mobile devices. Throughout Secretary Clinton's tenure, the server was located in her New York residence."The Report also indicates there is "no evidence that the Secretary requested or obtained guidance or approval to conduct official business via a personal email account on her private server." It states that Secretary Clinton was under an obligation to "discuss using her personal email account to conduct official businesses with" the Chief Information Officer of the State Department as well as the Assistant Secretary for Diplomatic Security. The Report also states that had Clinton sought the required approval, it would have been denied due existing State Department guidelines protecting against security risks.As far as Question No. 1 goes (Were Clinton's emails removed from their proper of custody?), there is clear probable cause to answer "yes." When Clinton's emails were stored on an unapproved private email server in her home, they were removed from their proper place of custody per the guidelines and obligations governing Clinton as Secretary of State.That leaves Question No. 2: Did the removal of Clinton's emails occur because of her gross negligence? For this question, the Report has several relevant findings. According to Clinton's Chief of Staff, there was never a consultation regarding her use of a private email account and server. That means no lawyers (including private counsel and the State Department's general counsel) -- or anyone else, for that matter -- were consulted regarding the appropriateness of Clinton's email system. The Report also notes that Clinton's Deputy Chief of Staff expressly rejected a proposal from other State Department officers to furnish Clinton with a State Department Blackberry and email address.The Report's findings suggest clear probable cause that Clinton acted with gross negligence. It seems that, at a minimum, Clinton and her staff ought to have consulted with someone -- perhaps not necessarily a lawyer, but someone -- before using the private email and server, and prior to rejecting the proposal, from other State Department officers, to receive a State Department Blackberry and email address. The failure to do so embodies a lack of even slight diligence or care on Clinton's part. The situation might be different if Clinton had consulted someone and received bad advice -- then it could be readily established that the removal of Clinton's emails from their proper place of custody was due to ordinary, not gross, negligence. But to fail to seek any guidance on the issue would seem to fit the very definition of gross negligence.While the statutory language and known facts seem to present a rather clear-cut case to indict, this should not be the end of the analysis. Thorough consideration of any legal question also requires an examination of what relevant case law there happens to be.According to my own research, there is not much. References to 18 U.S.C. s. 793(f) in reported decisions are few and far between. I did find some items of note, however. First, in a 1992 opinion (U.S. v. McGuinness, 35 M.J. 149), the U.S. Court of Military Justice expressly stated that the statute does not require the defendant to have acted with an intention to harm the United States or to benefit a foreign nation. Besides supporting the use of a standard, dictionary meaning of "gross negligence," this holding eviscerates the oft-heard argument that Clinton should not be indicted on the basis of lack of "intent" or "motive."Also worthy of attention are the circumstances of reported successful prosecutions under s. 793(f). These include:the prosecution of an Air Force sergeant for accidentally taking two "top-secret" messages with him on a trip to Alaska in 1979, putting them in a drawer for safekeeping and then forgetting about them. He was sentenced to a bad-conduct discharge and five months in prison;the prosecution of another Air Force sergeant in 1983 for throwing classified material into a dumpster outside his home instead of destroying it at work. He pleaded guilty, although I was unable to find the nature of his punishment;the prosecution of a Navy seaman in 1989 for stuffing a classified document into his pants and and walking out of the building. He was sentenced to four years in prison and dishonorably discharged.the prosecution of a Marine sergeant for inadvertently packing classified documents into his gym bag in 1989 while cleaning out his desk in preparation for a job transfer. He was sentenced to 10 months in prison, dishonorably discharged, and had to forfeit $14,400 in pay.While these cases would seem to share little in common with the situation presented by Clinton's email account and server, they all feature the careless handling of sensitive documents by relatively low-level military personnel. None of them alter my conclusion that the text of the statute and known facts present a clear-cut case for indicting Clinton.Of course, even if an indictment can be brought under the facts and law, it doesn't mean that it will or should be. The essence of prosecutorial discretion, as the concept has developed under American law, is that prosecutors possess practically unbridled discretion to decide whether or not to bring criminal charges, and what charges to bring, in cases where probable cause exists. In any given case, charges may be warranted under the facts and the law, but other factors may weigh against actually bringing them -- and the final decision rests with the prosecutor and the prosecutor alone.Accordingly, the best arguments against indicting Clinton are really appeals to the exercise of prosecutorial discretion and not based on strict legal analysis of the statutes and known facts. Thus, when we hear arguments based on the assessment that Clinton's conduct posed no danger to national security, they are best understood as a defense rooted in prosecutorial discretion, given that actual danger to national security is not an element of the crime. Similarly, when Clinton's apology for her "mistake" in using a private email server is cited as a reason not to bring charges, this too is a call to apply prosecutorial discretion as an exercise of mercy or forgiveness.But if Clinton's best (and possibly only colorable) argument depends on prosecutorial discretion, then she might find herself in an intractable double bind. On the one hand, if she is indicted, then her candidacy will be severely damaged. But if she escapes indictment, and the prevailing narrative is that it was due to prosecutorial discretion, then her candidacy might be severely damaged as well. One will need only point to the litany of low-level military men prosecuted and punished rather harshly under the statute to make the point that the former First Lady, Senator, Secretary of State, and multimillionaire has been treated rather favorably under the law. Given that Bernie Sanders and Donald Trump have both built campaigns, in large part, on the general premise that our government is corrupt and has failed the people it should serve, this point will make it very difficult for their supporters to embrace Clinton.In the end, Hillary Clinton may be a tragic victim not just of her own mistakes, but of the political Zeitgeist. It remains to be seen whether the country will be a victim as well.

How destructive is the world's entire nuclear arsenal? Would it make a difference if we detonated it all in one place on the globe, e.g. one area of a desert?

How destructive is the World's nuclear arsenal? A topic prone to extreme exaggeration and conjecture with little reliance on the facts.The destructive force of all the world's nuclear weapons is a fraction of what it once was. Surprisingly quietly, the USA and Russia have dismantled over 50,000 nuclear weapons over the past 30 years. The nuclear materials from these bombs and other stockpiles of weapons grade materials, was recycled and used in nuclear power generation over the past 20 years. [1] A fact that few may be aware of, the situation actually crashed the uranium market in the early 2000’s. The glut of available fuel brought the open market trading value down from $20 dollars a pound to near $2 per pound at that time. So a lot has changed from the time when many of us can remember the very real threat of mutually assured destruction.Multi Megaton Weapons Now ObsoleteWhat has changed that the world no longer is building megaton weapons? The need for multi-megaton weapons was the result of low accuracy of warhead deliver on target…. we needed a sledgehammer approach to take out hardened targets and the way that was done was through very high yield bombs >=5 mt typically. The average nuclear weapon size today in 2016 is about 443kt at full yield but a large portion of those bombs can be adjusted in the field to a very small fraction of their potential yield.Today the accuracy of on target delivery has massively improved ..we hit what we aim for. This means we need less hammer to do the same job. In the 1980’s the development of earth penetrating rounds was another game changer. Not only were we on target but now we could penetrate hundreds of feet of earth and concrete before detonating the warhead. This allowed a 100 kt weapon to do the damage of a >1 mt surface detonation. This is the primary method now for targeting hardened targets and is the final driver for smaller yield bombs.The net effect of the use of EPW’s (Earth Penetrating Weapons) is a reduction in the number of casualties as compared with the number of casualties from a surface burst. This is primarily due to a 96% reduction in the weapon yield needed using an EPW. The greater coupling of the released energy to the ground shock for a buried detonation is the same as a surface burst with 25 times the explosive energy. For rural targets, the use of a nuclear earth-penetrator weapon is estimated to reduce casualties by a factor of 10 to 100 relative to a nuclear surface burst of equivalent probability of damage.[2]War room from Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb (1964)A Common Story: “There are enough nuclear weapons to destroy the world many times over.” This is nothing more than poorly crafted fiction an urban legend. This common conclusion isn't based in any factual data. It is based solely in hype, hysteria, propaganda and fear mongering.If you take every weapon in existence today, approximately 6500 megatons between 15,000 warheads with an average yield of 433 kt, [3] and put a single bomb in its own 100 square mile grid… one bomb per grid (10 miles x 10 miles), you will contain >95% of the destructive force of each bomb on average within the grid it is in. [4] This means the total landmass to receive a destructive force from all the world's nuclear bombs is an area of 1.5 million square miles. Not quite half of the United States and 1/38 of the world's total land mass…. thats it!In truth it would be far less. A higher concentration of detonations would take place over military targets and would be likely 10–30 times greater in concentration over those areas. [5] If they were used in war it is unlikely more than 40% would get used even in a total war situation. So the actual area of intense destruction in a nuclear war is somewhere between 150,000 and 300,000 square miles or 1/384 to 1/192 of the worlds land mass.You win wars by taking out the opposing teams ability to make war, not their population centers. The arsenals of today are just enough to cover military objectives. There would be no wholesale war against civilians. That is just more fear mongering and Hollywood story telling.milliseconds after a detonation the bombs heat is conducted faster down the scaffolding support cables making these erie tentacles (called rope tricks). Contrary to most beliefs, the majority of the scaffolding often remains. Broken and thrown asunder after the detonation, the scaffolding will be scattered but it does not always vaporize.Continued from aboveThese numbers are easily verifiable, and they are right. So many have bought into the endless rhetoric of the world shattering destructiveness and the inevitable end of civilization scenarios that they can no longer be objective or analytical as they have put their beliefs in front of rational thinking. I find this true even with most scientists. I challenge anyone to just do the math …it is easy.Fallout is a short lived problem in most places.Using the 7/10 rule of exponential radionuclide decay, after just 49 days the radiation will be 1/10,000 the level it was an hour after the bombs went off and after a year and a half the radiation will have dropped below 1/100,000 of that initial level. The majority of bombs would be airburst which create little to no fallout which significantly reduces these dangers.[6]Where are you safest from fallout?A regular cellar isn't much better than being outside. A good fallout shelter has a rating of 1000, meaning it reduces your exposure to the fallout outside by a factor of 1000. A typical basement is only rated at a 10 which means you're dead if you are in the path of some major fallout.Places rated at a 1000 or higher:a sub-basement (basement under a basement) you need at least 6 feet of dirt over your head to protect you from all forms of radiation.the second level below street level of a concrete reinforced parking garage (obviously that also can be closed off at the entrance as well)the inner windowless rooms on the 4th floor or higher in a highrise building (always leave at least 2 floors above you before the roof.According to FEMA these are your best bets. Whatever gives you the greatest distance from the source of the radiation is your best option. If none of these examples are available you just need to apply that distance guideline and some common sense.[7] [8]Plan on being there at least 2 weeks and perhaps a monthA problem of scaleNuclear weapons are puny on the scale of things in nature. They may be impressive to man but they mean nothing to nature. A typical hurricane releases more energy than all the world's nuclear weapons combined in its brief lifetime. At its peak, a severe storm may have a total power near to 10^15 Watts: about 3,000 times the total electrical power generated in the world. This is equivalent to exploding 500,000 Hiroshima bombs per day. [9]The Chisholm Fire, a man-caused forest fire in Edmonton, Alberta, Canada in 2001 released the equivalent energy of 1200 Hiroshima atomic bombs or 18 megatons. [10]Large forest fires release hundreds to 10’s of 1,000’s the times of energy of the bomb dropped on Hiroshima. Forest fires release on the order of 1 megawatt per second per acre of fire area, a staggering number. [11] Its a perspective and scale issue… man doesn't have a chance in challenging nature.Another comparison of scale is the Chicxulub impact event which is thought to be the cause of the dinosaur extinction 65 million years ago. That impact released over 100,000,000 megatons of energy or over 15,300 times the world total nuclear arsenal without dramatically changing the climate in the long term.[12]How destructive is the worlds nuclear arsenals … as it relates to a possible war between Russia and the USA. A real world risk assessment.Since the early 2000’s there have been numerous scholarly papers written about an American nuclear and conventional weapons primacy and the end of MAD (Mutually Assured destruction)[13] [14] These papers suggest that the USA has such an advantage technologically that we now possess a first strike capability and that there isn't a credible threat to US dominance in the world today or in the upcoming decade. The underlying message is that the unthinkable is becoming thinkable.[15] That military planners may consider the use of local in theater nuclear strikes. Some say the risk of a nuclear exchange has never been greater.[16][17]So how would a war between Russia and the USA unfold in 2016 in a scenario of sudden escalation? There have been many relevant changes in how we posture our nuclear arsenals. In the event of a war breaking out and going nuclear there is one key difference than in the past. The majority of the available nuclear weapons have been taken off high alert. This creates a natural pause that would occur between a strike using high alert strategic assets and mobilization of non alert tactical assets. The strategic assets that would be used will include ICBM’s and SLBM’s, but not all of them. The USA and Russia, per our current treaty agreement, should have no more than 1550 warheads each in this category, all of them considerably less than 1 megaton (80–800kt typical).[18]In the USA it is estimated that approximately 1,930 warheads are deployed of which roughly 1,750 strategic warheads are deployed on ballistic missiles and at bomber bases in the United States. Another 180 tactical bombs are deployed in Europe. The remaining approximately 2,740 warheads – more than 58% – are in storage as a so-called hedge against technical or geopolitical surprises. Many of those are scheduled to be retired before 2030. In addition to the warheads in the Defense Department stockpile, approximately 2,340 retired, but still intact, warheads are in storage under the custody of the Energy Department and awaiting dismantlement, for a total US inventory of roughly 6,970 warheads. As of 1 September 2015, the United States reported that its nuclear arsenal contained 1,538 strategic warheads attributed to 762 deployed missiles and bombers on high alert– a decrease of 105 warheads and 30 launchers compared with a year ago.[19]Russia, as of early 2016, is estimated to have a stockpile of approximately 4500 nuclear warheads assigned for use by long-range strategic launchers and shorter-range tactical nuclear forces. Of these, roughly 1800 strategic warheads are deployed on missiles and at bomber bases on high alert. Another 700 strategic warheads are in storage along with nearly 2000 nonstrategic warheads. In addition to the military stockpile for operational forces, a large number – perhaps 2800 – of retired but still largely intact warheads await dismantlement for a total inventory of 7300 warheads. With its total inventory of roughly 550 deployed strategic launchers out of the 1550 warheads that is allowed by treaty, 768 warheads are on SLBM’s with a total yield of less than 70mt. Russia is already well below the limit of 700 set by New START for February 2018.[20]You may not be able to use any weapons in your active stockpile that wasn’t already deployed in the field. Since the USA no longer keeps large quantities of nukes in the field, you won't use up your strategic assets in the first exchange. The nukes that used to be kept on alert in the field have been removed from the Navy’s surface fleet and the Air Force’s available active weapons. These nukes would have to be staged from inventory first and then loaded onto vehicles. This will take some extra time. Knowing that these locations will be the first targets of a nuclear strike, time is one thing either side wont have available to spare.War on Civilians?With a limited resource of strategic warheads on high alert, you can be assured that the initial targeting is going to be all the hard military assets. Neither side is going to have the assets available for a long shopping list. ICBM’s are seen as a use it or lose it asset. If you don't use them they will be taken out in a major strike. Both the USA and Russia would put a high priority to get all the missiles launched as quickly as possible. Most SLBM’s would be held in reserve though they would still see some launched at command and control assets as the first volley in any war.After the Korean war the U.S. Army’s revised the field manual on the law of land warfare introduced a new statement that expressed as doctrine the growing importance of intention. The revised 1956 manual said, “It is a generally recognized rule of international law that civilians must not be made the object of attack directed exclusively against them.” Previous army manuals had left this rule unexpressed. As a subculture, military professionals may have placed even more emphasis on their intentions not to harm noncombatants even in the face of widespread civilian deaths. While the sources make it difficult to assess the personal sentiments of officers and soldiers about civilian casualties during the Korean War, it is not hard to believe that many in private did not want to think of themselves as waging war against defenseless civilians.[21]Military Doctrine is to minimize civilian casualties not take out the citiesThe committee notes that although some scenarios show substantial nuclear-radiation-induced fatalities, military operational guidance is to attack targets in ways to minimize collateral effects. Calculated numbers of fatalities to be expected from an attack on an HDBT might be reduced by operational planning and employment tactics. Assuming that other strategic considerations permit, the operational commander could warn of a nuclear attack on an HDBT or could time such an attack to take advantage of wind conditions that would reduce expected casualties from acute and latent effects of fallout by factors of up to 100, assuming that the wind conditions were known well enough and were stable and that defenses against the attack could not be mobilized. However, a nuclear weapon burst in a densely populated urban environment will always result in a large number of casualties.[22]MAD (Mutually Assured Destruction) has never been an accepted strategy in the military.Even today (2001), however, much discussion of MAD misses one central point: It is not the prime nuclear doctrine of the United States. For more than 30 years, increases in the size, accuracy, and sophistication of the US nuclear arsenal have reduced Mutual Assured Destruction to the status of one among many competing national strategic options.Perhaps any exchange of warheads between nuclear powers would escalate, inevitably, to total war and obliteration of both nations. That is what McNamara fervently believes to this day.However, the US military believes in preparing other, more flexible, strategic plans. Anything less would be an abdication of duty, says Gen. Russell E. Dougherty, a former commander in chief of the Air Force's Strategic Air Command."I don't think Mutual Assured Destruction was ever a military-espoused doctrine," says Dougherty.From a force planner point of view, MAD is a minimalist approach. It requires only that the American nuclear arsenal have enough warheads after any surprise first strike to destroy any opponent's population centers and civilian industry.The Air Force, by contrast, favors a larger and more complicated force structure capable of riding out a first strike and then retaliating against elusive, hardened military targets.[23]"Our philosophy has always been counterforce," says Dougherty. "Force is what hurts us. Find his force, and dis-enable it or denude it."“Riding the bomb” a scene from Dr Strangelove. The world has changed a lot or has it? General Ripper can be substituted with a rogue nuclear state in 2016.Continued from aboveAfter the Initial StrikeThis is where the natural pause after launching your strategic assets will come in handy. Cooler minds will hopefully be clammering for a cease fire.In a real world situation today, it is likely that both sides would see massive losses of their strategic, tactical and reserve nuclear weapons stockpiles as a result of not having these weapons on high alert. The military would be scrambling to get these assets staged and mounted on delivery vehicles with less than an hour of working time, more likely less than 30 minutes. Very few tactical assets would make it out into the field before that area is hammered by dozens of warheads. As a result, any war will see only a fraction of the prewar quantity of warheads actually get used. I would bet that both sides would lose at least 50% in the first strikes. The challenge here is that civilian casualties will always be high due to the close proximity of nuclear assets to population centers.The known locations of nuclear weapons stores at 111 locations in 14 countries, according to an overview produced by FAS and NRDC.Russia: Nearly 1,000 nuclear weapons surround Saratov. Russia has an estimated 48 permanent nuclear weapon storage sites, of which more than half are on bases for operational forces. There are approximately 19 storage sites, of which about half are national-level storage facilities. In addition, a significant number of temporary storage sites occasionally store nuclear weapons in transit between facilities. This is a significant consolidation from the estimated 90 Russian sites ten years ago, and more than 500 sites before 1991.Many of the Russian sites are in close proximity to each other and large populated areas. One example is the Saratov area where the city is surrounded by a missile division, a strategic bomber base, and a national-level storage site with probably well over 1,000 nuclear warheads combined.There is considerable uncertainty about the number of Russian nuclear weapons storage sites, for several reasons. First, the Russian government provides almost no information about its nuclear warhead storage program. Second, Western governments say very little about what they know.Moreover, estimates vary on what constitutes a “storage site;” some count each fenced storage bunker as a site, even though there may be several individually fenced bunkers within a larger storage complex.We count each storage complex as one site or storage location and estimate that Russia today stores nuclear weapons permanently at 40 domestic locations. This is a slight reduction from our 2009 estimate, but a significant reduction from the 100 sites in the late-1990s, 250 sites in the mid-1990s, and 500 sites in 1991.Although the Russian government provides almost no public information about its nuclear weapons storage program, it has occasionally made declarations. For example, at the 2010 Non-Proliferation Treaty Review Conference, Russia declared that “the total number of nuclear weapons storage facilities has been reduced fourfold” since 1991 (Russian Federation, 2010a: At the same event, the Russian delegation distributed a publication stating that “ Russian non-strategic nuclear weapons are concentrated in centralized storage bases exclusively ob the national territory” (Russian Federation, 2010b: Moreover, twice a year under the terms of New START, the Kremlin hands over a detailed list of its strategic force deployments to the US government. Unfortunately, the list is secret.There is also uncertainty about the status of many nuclear weapon systems, including what constitutes “non-strategic” weapons. For example, medium-range Tu-22M3 Backfire bombers are sometimes described by Russians as more than tactical, but they are not considered strategic in arms control agreements signed by Russia. Consequently, this notebook considers the Tu-22M3 and all other weapons not covered by New START to be non-strategic and to be covered by the Russian declarations that all non-strategic nuclear warheads have been placed in central storage.Russian permanent nuclear weapon storage locations fall into three main categories: operational warheads at Strategic Rocket Force, navy and air force bases; non-strategic and reserve/retired warheads at national-level storage sites; and warheads at assembly/disassembly factories.The storage locations for operational warheads include 11 ICBM fields and garrisons, two nuclear submarine bases, and two heavy bomber bases. The national-level storage sites include 12 separate storage sites, although the status of a few of these is unclear. The warhead production complexes also have warhead storage facilities. [24]The United States in 2014 stores nuclear weapons at 18 sites, including 12 sites in 11 states in the United States and another six sites in five European countries. At the end of the Cold War, the United States maintained thousands of nuclear weapons outside of its borders on land and on the high seas.In 2014 the United States has further consolidated its nuclear weapons into fewer sites. Most significant is the apparent termination of nuclear weapons storage at Nellis Air Force Base in Nevada, which only a decade ago contained one of the world’s largest concentrations of nuclear weapons. Similarly, nuclear weapons have been removed from Barksdale Air Force Base, one of three remaining heavy bomber bases,4 and from all tactical fighter-bomber bases in the continental United States. All Air Force nuclear warheads are now stored at five locations: three intercontinental ballistic missile (ICBM) bases (F. E. Warren, Malmstrom, Minot), two bomber bases (Minot, Whiteman), and one central storage facility, Kirtland Underground Munitions Storage Complex (KUMSC).The last naval non-strategic nuclear weapon system—the Tomahawk land-attack cruise missile (TLAM/N)—was eliminated in 2012. The weapons were stored at the Strategic Weapons Facilities at Bangor in Washington and at Kings Bay in Georgia, the only two remaining naval nuclear weapons storage sites.The United States is the only nuclear-armed state that deploys nuclear weapons in other countries. Approximately 180 non-strategic nuclear bombs are stored in underground vaults beneath 87 aircraft shelters at six bases in five European countries (Belgium, Germany, Italy, the Netherlands, and Turkey) for delivery by US and NATO fighter-bombers. [25]Approximately 50 B61 (variable yield bomb 0.3 to 340 kiloton) nuclear bombs inside an igloo at what might be Nellis Air Force Base in Nevada. Seventy-five igloos at Nellis store “one of the largest stockpile in the free world,” according to the U.S. Air Force, one of four central storage sites in the United States.Continued from aboveThere is little comfort in this scenario other than the scope of a real nuclear war would likely only involve a fraction of the world's nuclear arsenals, perhaps 1/3 of the world total at most and that a natural pause in the hostilities early on might prevent it from being even that much. It isn't much and it shouldn't make you happy as we are on the verge of going backwards it seems. I am just calling a spade a spade here. This shouldn't be such a risk after making so much progress on disarmament, but it is.Projected US Casualties and Destruction of US Medical Services From Attacks by Russian Nuclear ForcesA 2002 study puts the US death toll from a strategic counterforce strike from the combined effects of blast, burns, and radiation, the attack by 2,000 warheads would cause 52 ± 2 million deaths and 9 ± 1 million injuries, even though it was primarily directed at military targets in sparsely populated areas. The goal of the first attack to recall, was to destroy US military, political, and economic targets. In the 2,000-warhead scenario, there were 660 air bursts, many of which had overlapping zones of mass fires and blast damage because the distances separating some of the targets were less than the diameter of the zones.In a second analysis a vengeance strike against countervalue targets (non-strategic population centers) In this second scenario, the US targets for 500 Russian nuclear weapons are chosen to maximize loss of life. If all 500 warheads detonated over their targets, a total of 132 million deaths and 8 million injuries are calculated to occur.The US Major Attack Options (MAO) in this first scenario assumes a Russian attack similar in target categories to a comprehensive US MAO, with 1,249 discrete targets, some receiving multiple warheads.[26]This 2002 study was made in a time when the world had twice as many nuclear weapons as we have today in 2016. The high alert weapons are fewer and have smaller yields in 2016. The list of high priority targets still remains high which means that there will be no available weapons for countervalue targets of population centers.This report intentionally emphasised a high casualty countervalue attack with the targets chosen for the highest loss of life. This was in response to a proposed National Missile Defense system which for some reason would mean the Russians would target civilians. I don't know why that is a logical conclusion. It really makes no sense and in the scenario in 2016 there isn't going to be strategic weapons available to do such a thing.All the strategic high alert Russian weapons will be aimed at the 1249 targets referenced in that study. In truth, the available weapons to cover this is insufficient to ensure all those targets are taken out. Using all 1800 high alert Russian warheads against 1249 targets only gives you a coverage of 1.4 warheads on a target. In the height of the cold war some targets had over 60 warheads assigned to them. While this is clearly overkill the ratio of 1.4 to 1 is not. It is unlikely that this force of missiles would be able to take out all the known targets as a result.The total military targets of the USA easily consumes all of Russia’s strategics weapons destructive power leaving zero weapons available for civilian targets.There are over 6000 military bases and military warehouses located in the U.S.A. These facilities include a total of 845,441 different buildings and equipments [27] with a total building area 2.1 billion square feet or 75 square miles.[28] The US also has over 800 bases in foreign lands. Adding to the bases inside U.S. territory, the total land area occupied by US military bases domestically within the US and internationally is of the order of TBD (in excess of 100,000 square miles - online numbers reported add up to more than the reported total), which makes the Pentagon one of the largest landowners worldwide.So while the destruction would be less and the cities would not be targeted, the 52 million dead is probably a reasonable figure since the us population has increased over 20% since the time of this report.Map of military facilities in the United States (full size here [29] )EMP EffectsIn the case of high altitude nuclear bursts, two main EMP types come into play, “fast pulse” and the “slow pulse.” The fast pulse EMP field is created by gamma ray interaction with stratospheric air molecules. It peaks at tens of kilovolts per meter in a few nanoseconds, and lasts for a few hundred nanoseconds. The broad-band frequency content of (0-1000 megahertz) enables it to couple to electrical and electronic systems in general, regardless of the length of their penetrating cables and antenna lines. Induced currents range into the 1,000s of amperes. The “slow pulse” EMP is caused by the distortion of the earth’s magnetic field lines due to the expanding nuclear fireball and rising of heated and ionized layers of the ionosphere.DoD has adopted protective priorities using commercial protective equipment. The Department of Defense (DoD) has experience in prioritizing and protecting systems since the 1960s. The DoD has prioritized and has protected selected systems against EMP (and, by similitude to E3, GMD effects). DoD places emphasis on protecting its strategic triad and associated command, control, communications, computer, and intelligence (C4I) systems.Nuclear EMP will burn out every exposed electronic system is FALSE. Based on DoD and Congressional EMP Commission’s EMP test data bases we know that smaller, self-contained systems that are not connected to long-lines tend not to be affected by EMP fields. Examples of such systems include vehicles, hand-held radios, and disconnected portable generators. If there is an effect on these systems, it is more often temporary upset rather than component burnout. [30]“The most probable effect of EMP on a modern nuclear power plant is an unscheduled shutdown. EMP may also cause an extended shutdown by the unnecessary activation of some safety-related systems. In general, EMP would be a nuisance to nuclear plants, but it is not considered a serious threat to plant safety. Counter-measures to minimize the effects of EMP have been recommended. Implementation of these recommendations would also increase the protection of the plant against damage by lightning, switching, and electromagnetic interference transients as well as general failures in electrical, control, and instrument power. “ [31]In SummarySo here is the bottom line. The countries involved, the USA and Russia, will live on and the vast majority of the world would remain untouched. I am not saying it would be pretty as it certainly would not. It would be an unprecedented catastrophe for the USA without a parallel. While Russia has lived through invasions and suffered 10’s of millions dead in WII this would surely exceed that as well. Between the two countries there would be 10’s of millions dead, a total of 150 million is certainly a possibility but even that number means hundreds of millions more survived and for the majority it would be imminently survivable.It would not be the end of man, the world, civilization and not even the end of our countries. All the hype and fear mongering is just that. It isn't hard to do a valid analysis for your own peace of mind.MAD or mutually assured destruction, as a strategy does not exist in 2016 . The above math makes that evident. MAD actually has never been the official accepted position of the USA or Russia. For most of the post cold war era the USA has adopted deterrence as our primary policy.[32] Evidence suggests that this may be changing. A more important epiphany than realizing MAD no longer applies would be to understand the impact of this new reality in the world's future political and military decisions. [33]Further detailed reading on this subject and an analysis debunking a nuclear winter Allen E Hall's answer to In a total nuclear exchange where the entire worlds arsenals are used, how long would the nuclear winter last and would we survive?In the News:Russia Withdraws From a Post-Cold War Nuclear DealU.S. Accuses Russia of Violating Missile TreatyRussia calls new U.S. missile defense system a ‘direct threat’Russia says US missile system breaches nuclear INF treaty - BBC NewsThe future of U.S.-Russian arms control | Brookings InstitutionThe LRSO: US Plans for Nuclear PrimacyNote: I make no claim that I an right… I only offer an analysis with considerations for details and data overlooked by others … sometimes intentionally. Please do your own due diligence and make an educated determination for yourself. Feel free to challenge my analysis, I welcome opposing views.Footnotes[1] Against Long Odds, MIT’s Thomas Neff Hatched a Plan to Turn Russian Warheads into American Electricity[2] The National Academies Press[3] https://fas.org/issues/nuclear-weapons/nuclear-notebook/[4] NUKEMAP[5] Overkill Is Not Dead[6] The 7:10 Rule of Thumb[7] https://www.ready.gov/sites/default/files/shelter.txt[8] Nuclear Blast | Ready.gov[9] What is Physics Good For?[10] http://www.atmos-chem-phys.net/6/5247/2006/acp-6-5247-2006.pdf[11] The Nuclear Imperative[12] The KT extinction[13] http://www.mitpressjournals.org/doi/pdf/10.1162/isec.2006.30.4.7[14] https://www.usnwc.edu/getattachment/a9324932-a61c-4ad4-9626-8e9978b455f7/Johnson-Freese-and-Nichols.aspx[15] Rethinking the Unthinkable[16] A Nuclear Conflict with Russia is Likelier Than You Think[17] http://www.frstrategie.org/publications/notes/web/documents/2016/201601.pdf[18] https://fas.org/sgp/crs/nuke/R41219.pdf[19] http://www.tandfonline.com/doi/pdf/10.1080/00963402.2016.1145901[20] http://www.tandfonline.com/doi/pdf/10.1080/00963402.2016.1170359[21] http://www.globalresearch.ca/americas-ethics-of-bombing-civilians-after-world-war-ii-massive-casualties-and-the-targeting-civilians-in-the-korean-war/5402007[22] The National Academies Press[23] Air Force Magazine[24] Worldwide deployments of nuclear weapons, 2014[25] Worldwide deployments of nuclear weapons, 2014[26] http://www.ippnw.org/pdf/mgs/7-2-helfand.pdf[27] http://www.globalresearch.ca/the-worldwide-network-of-us-military-bases/5564[28] http://www.gsa.gov/graphics/ogp/FY_2010_FRPP_Report_Final.pdf[29] Image on wikimedia.org[30] https://oversight.house.gov/wp-content/uploads/2015/05/Baker-Statement-5-13-EMP.pdf[31] Effects of nuclear electromagnetic pulse (EMP) on nuclear power plants (Technical Report)[32] http://www.nukestrat.com/us/stratcom/SAGessentials.PDF[33] http://belfercenter.hks.harvard.edu/files/is3004_pp007-044_lieberpress.pdf

Startup Law: How can a startup lawyer be more useful than just preventing things from going wrong?

I looked at this question a couple of days ago, and really failed to come up with a straight answer, or a strategy to answer it. But I will attempt it nonetheless.The first point that needs to be raised is that the law begins when common morality ends. Another way of expressing that is that common belief systems among like minded individuals are flexible, and reflect a multitude of competing ideas. But an equilibrium is achieved through leadership and common purpose. The law is far more fixed in nature. It also assumes the worst and works towards limiting the damage. It often a guard rail, limiting people's actions from going out of bounds.Traditionally, the law concerned itself with what was illegal. Namely, everything is acceptable unless it was specifically banned. But other traditions have taken the opposite tack, namely that everything is banned unless specifically allowed. Its the difference between roman jurisprudence and the prussian interpretation of roman jurisprudence.In a previous universe, I worked on military contracts. The army took the notion that "everything is illegal unless specifically allowed". While the good folks in the navy took the opposite tack, namely that pretty much everything was permitted unless specifically prohibited.And in our current lawless economy, there are people that insist that you should be allowed to do whatever it pleases them. So enter companies like Uber predicated on violating an entire class of municipal ordinances. The problem is that the self same companies that believe that they are not bound by the regulatory environment, do believe that individuals within the self same corporation are bound by the rules and regulations within the company. So they operate on a deterministic basis. Its the proverbial "we are not ordering you to do anything, but we all must agree these are the rules". Which requires individuals to abdicate their moral authority to the corporation. Which is where group think sinks in.Which is in stark contrast to the teachings of the roman catholic faith, where forty religious orders compete on the battle field of metaphysical truth. No one order has a monopoly, and no one individual is unbound from their moral authority. At the end of the day "It is so ordered". That is how organizational discipline is achieved. You don't have to agree to anything, but if the hierarchy puts forward a consensus opinion, and its is so ordered, then that is the official position. That is the traditional blah-blah-blah vademecum. If it makes zero sense, since its a consensus opinion.The protestants take the opposite tack, "there is only one truth, and if you disagree its because you have not understood, or are flaunting the Law". Because in the prussian system if there is one metaphysical truth, there can be only one law.But that is obviously problematic when you have competing truth values, within the same society. Jesus Christ did walk in the market and call the money changers evil, which undermined Rome's authority to tax. And he did walk into the Holy Temple, and proclaimed himself above their Devine Law. And He stated he was the Son of God. It was within their moral right, to demand that He be put to death. And Pontius Pilate gave in to the wishes of the crowd (the majority) and had Him crucified. The reason this is taught in catechism 101 is because that is the result one can look forward to, when the law follows the wishes of the crowd. That is the result when you force the legal system to parody the common held belief systems. That is what happens when a singular metaphysical truth is held up as law. People of different belief systems, get slaughtered. And then nobody renders onto Caesar what is Caesar's, namely a tax tribute.Which is why we still use roman jurisprudence. Because it was born at a time when there were 1000 competing deities. And no one metaphysical truth could be held above the rest. Because you cannot run a civilization with singular cultural norms. Which is why the law concerns itself with the chain of custody, and rules of evidence. And that is why the law must stand outside of morality, because nobody in a civilized court of law can determine what is right and what is not.Which is also the reason why traditionally most of the members of the US Supreme Court are catholics. Even "progressive" Obama put two catholics (Keagan and Sottomayor) on the bench. Because even a rabble rousing socialist as Sottomayor had to take exception with forcing 110,000 US Nuns to pay for their birth control and abortion rights. Because it defies reason.The above hopefully can separate the issue of "what is law" and what is "morality". We know what the law is, but we don't know what the presumptuous aspirations of moral people are. And nor should we care.The first duty of legal counsel is to educate their client. Because principal costs money. Because 99% of all entrepreneurs of the scientific variety don't understand the first thing about the law.***The biggest problem legal professionals face is that people believe "they re right" and when things go bad they expect lawyers to re-establish right. Which never happens, because the law does not really concern itself with right and wrong.People also believe that the law is designed to cover every eventuality. It cannot and should not. Only despotic authoritarian systems insist that the law (mostly administrative abuse in the form of rules and regulations) should cover every eventuality. The law is a pretty general "no trust system". The particularity of interest in any transaction, can be made legal bound only through the artifice of contract.Its contract that most people fail to grasp. Namely that their specific issues are contract bound, not morality bound, or lawfully bound.But bound is precisely that, its a boundary. The "sum", in latin, has many connotations. Its essentially the moral boundary that people chose to operate within. Its also a physical boundary. As in a plot of land being demarcated by its width and depth. Its a geometric boundary. The sum of which is the acreage. Which is why we use sum to indicate the measurements, say 100ft by 200ft sums up to 20,000 sq feet. Some would say cogito ergo sum (I think therefore I am), and other would say sum ergo cogito (I am therefore I think). Some others yet insist on sum et cogito (I am and I think). Because you think ahead so that you can protect and avoid harming the sum. The sum is the sum of my moral choices. The cogito is the sum of my mental skills. And the et is how I operate in reality, in this case, via grammatical rules.I am bound by the consequences of my moral choices. I am also bound by two "no trust" systems: accounting, and jurisprudence. How I put those three together is the sum of who I am.I bring this up because people show up in legal offices with the intent of codifying their power relationships in contract. And they need to understand that the contract cannot reflect their power over others.***Corporations are deterministic cultural organizations. They are duty bound and have a fiduciary responsibility to their shareholders, to operate within the law, under generally accepted accounting practices, and to eliminate as much of the risk as is humanly possible. Because shareholders do not exist in a vacuum. Its the surplus capital they set aside for retirement, medical bills and their children's education. So corporations are duty bound to preserve capital and grow it in excess of the risk premium employed, and in excess of the inflation present in the medium of exchange, also known as currency. The Corporation's job is to eliminate risk.***And entrepreneurial organization has the opposite purpose. Its there to take risk capital and apply it to risky disruptive business ventures. Its job is to explore new possibilities. Its in the business of discovery and exploration. Its in the risk business. Its is duty bound to risk the entire capital in the pursuit of innovation, new scientific discovery, and in extermediating inefficiencies in the system.In europe, a corporate bankruptcy will place you in jail. Because burning through capital is not deemed legal. Its risk averse in the extreme. It does not matter what class of investor commits what class of risk capital. You go under you go to jail. Its the debtor's prison of Dickensian lore.In the US that is not the case. Qualified investors can risk other people's capital with impunity.***We are of course concerned with this last class of entrepreneurs. And how can a legal professional help them...I believe that 99% of most entrepreneurs know absolutely nothing about the law. And that is the problem. So they don't avail themselves of all the benefits that understanding the law affords them. The same case can be made about accounting, its not mathematics.If I were a practicing lawyer trying to address the entrepreneurial market, as opposed to the corporate market, I would start by educating my target audience. But that cannot be done one to one. I would create a legal startup seminar for entrepreneurs.What I would cover with a series of seminars is the following:1) The law does not concern itself with morality.2) A basic introduction to contract.3) A basic introduction to regulatory issues.4) A basic introduction to no-trust systems.5) Investors want to protect capital, entrepreneurs are statistically likely to burn it.6) Investors have contracts designed to mitigate that.7) A contract is a two way street: it protects the employer from the employee, and the employee from the employer.8) The contract is not a tool of domination, its a boundary.9) Anything within the sum total of one's authority is permissible, anything outside the sum is subject to the contract.10) Operating within the contract is not subject to the law, rules or regulations. Those are moral choices.11) Investors have the right to set boundaries. Because they have a fiduciary responsibility to do so. So if a class of investors, say the venture capital industry insist on certain rules its not because "its the law" or because "its the right thing to do" or because "they are right and you are wrong". Its because its how they mitigate risk.12) Accounting is also a no trust system. And it has the full authority of the State to enforce the rules. Violating accounting rules is neither right nor morally wrong. Its simply a mathematical system. But violating accounting rules is an offense punishable by the law. It can be a fine, or a term of incarceration.13) All business is predicated on trust. Absent trust all business ceases. Because contracts can never keep up with all the myriad of business deals that get cooked up. What trust is predicated on, is generally accepted accounting practices. Because people that do not respect accounting, cannot be individually trusted. No investor will invest in an untrustworthy person, regardless of what contract their skilled lawyers can come up with.14) The law either says "you are free to do whatever you want, within these boundaries" (capitalism) or it says "you can only do what is specifically allowed, everything else is out of bounds" (totalitarianism, communism or whatever flavor of the month they are calling it). That is the regulatory environment.15) Ideas cannot be patented. Patents are based on process. Patents are monopolies. Monopolies are bad for business. Which is why they are allowed for limited times. Copyright only give rights to expression. And trademarks are perpetual symbols of Trust and Quality. Intellectual property is of course a misnomer. IP is mostly a Trade Secret under State law. Its an Employment Contract issue only.16) The only thing of value on the Balance Sheet is the Trademark Equity. Also known as Good Will. Because if you are shoving a contract in your clients face, he will not have goodwill. And if your interaction with your vendors is based on a contract, they will not have any goodwill either. Again, the object here would be to explain that contracts are out of bound statements, and are generally employed where trust fails.17) Domination is no substitute for leadership. People develop psychological resistance to being dominated. They develop resistance to being micro-managed. All rule based systems are collectivist attempts at domination. Which is why contract based industries are barely profitable. Capital intensive industries, like automakers or airlines are rule based systems. They have unions, and operate on union rules. Which is why they always end up in bankruptcy court. In order to protect the heavy investments necessary, they undermine their own profitability. Process is also deterministic. Which is why its rule based. Entrepreneurship is the exact opposite. Which is why its problematic. But even entrepreneurship has to operate within certain rules, namely the rules investors chose to protect themselves via contract, and within the rules of accounting. But you cannot deterministically, mechanically produce innovation. Which means the contract has to be a boundary or a limit, but not a process by which entrepreneurs dominate their economic charges.18) Most entrepreneurs want to know what are the mechanics of corporation formation. Also known as incorporation. Most entrepreneurs don't understand that if no currency is transacted, as far as the government is concerned, the business does not exist. Incorporation is only concerned with taxable events. Absent taxation, the company does not exist. Until such time as you are invoicing, and provided you have not taken somebody's money as investment (including your own), you have absolutely nothing to report to the Internal Revenue Service. They get really pissy if you file zero revenue corporate filings.But investors do care how they protect their capital. And they care even more about how they can mitigate and lower tax collection. Which means they choose tax efficient vehicles for their investments. So how VCs like to incorporate, has absolutely nothing to do with right and wrong, and everything to do with tax law. Even if an entrepreneur does not want to go the investment route, if it assumes that one day it might want to do so, then the corporation has at the very least be compatible with investment vehicles preferred by institutional investors (e.g. no llc's, but S Corps that can be one-time converted to C Corps).19) There is a substantial difference in the law between a "moral person" and a "corporation". And in most of Europe most corporations must have a moral person to take fiduciary responsibility. In the US the line is a little blurry. Regardless, leadership is morality bound to its employees, to its board of directors and to its shareholders. It also has legal responsibilities with tax authorities. And its legally bound to generally accepted accounting practices. Entrepreneurs get the three confused. And then they get upset when they take investment money and they realize they are just employees of the corporation. Yes, they are also shareholders, but in daily practice, they have to treat themselves as employees.20) The single most important contribution that legal professionals can make, is address partner relations. Because partners in a business are both moral persons, legal entities, and shareholders. And the moment that co-founders in a business disagree about metaphysical truth, the business is headed towards dissolution. I would say that 90% of all business disagreements among business partners revolves around "truth-values" which is what metaphysical truth goes by today. The legal professional should be very clear in explaining that the law does not care either way. And that a contract cannot enforce that either. If you want to foster "corporate culture", that is a moral choice. And all partners should agree on day one. If serious disagreements occur, then the organization goes out of bounds. And only a contract can resolve the dissolution of the organization. A contract cannot resolve the dispute, because the law does not care who is right or wrong. But in the eventuality that things go out of bounds, who gets to decide what? How are the shareholders represented? Under what authority does the board operate? Who gets to decide what where and when? Only a contract can spell that out. And that requires a legal professional.Once entrepreneurs understand the above, you can make a serious case for providing them legal services.They need to understand what can go wrong. They need to understand that the law will not protect the investor, the entrepreneur or the employee if the operation goes out of bounds. Only a contract can do that.And if something goes wrong, what is the exit strategy? What are the rules to determine the exit strategy? What can the shareholders expect? What can management expect? What can employees expect?. The law does not care if a company goes out of business. It only cares if accounting rules were broken, and who gets what of the remaining assets. The law is only concerned with the orderly disposition, and orderly dissolution of the corporate entity.The only case a legal professional can do is make a case for the worst case. Set the boundaries and provide a clear strategy for exiting the business.21) Entrepreneurs also need to understand that the law is highly specialized. You cannot call a criminal lawyer to resolve a divorce proceeding. And by the same token if you cook the books, you need a tax lawyer. Corporations in heavily regulated industries, need lawyers that specialize in that industry. And you will not call an insurance liability legal specialist, if you want to negotiate landing rights at a major airport. By the same token you cannot call on a lawyer practicing patent law with a specialization in microbiology if you want to file a patent on a communications semiconductor. The law is highly specialized. Corporate law is one thing, entrepreneurship requires a different set professional practices.22) Most entrepreneurship law practices revolves around VC needs. That is a serious conflict of interest, process and adjudication. That is driven by the fact that VCs have money. Their money their rules. And entrepreneurs have no money. So a gun is placed to the temple of some twenty something technical nerd and $50k is extracted under duress to create a legal entity sympathetic to the investor's needs. So far so good. Because time is money and lawyers have 12+4+3 years of education to pay for. Another 3 if they practice patent law, and say they also have an advanced degree in chemistry.So to answer the question I would provide:a) A three weekend seminar on the law for entrepreneurs.b) A set of boilerplate agreements that can keep the legal costs down at incorporation.c) A boilerplate "all legal requirements to get a tax id"d) A co-founders questionnaire that raises most of the known problems, which forces discussion and resolution of the most common "misunderstandings".e) A boilerplate partners agreement.f) A boilerplate articles of incorporation.Or if the co-founders questionnaire raises serious problematics:g) A human reviewed partner's agreement and articles.h) Boilerplate corporate IP protection and Employee Contract that reflects the corporations IP rights.i) Boilerplate vendor/subcontractor/consultant contract with IP assignment to corporation.Make the above an Introductory Seminar Series.And make it a requirement to gaining access to more specialized seminars. Like one on patents, copyrights and trademarks. EtcThen make a strong case for review the moment the business gets traction. Or code is written and IP becomes a real concern. Or potential investors are being sought and corporate documentation must be finessed to reflect that.The point is that entrepreneurs don't have the money to get proper legal counsel. But if you educate them at a reasonable dollar figure because you are squeezing 50 people in the same room, they will call when its reasonable they should do so. Its also important to understand that 90% of business incorporation leads absolutely nowhere. So a "boilerplate" agreement should be boilerplate and very cheap, but cover all they need to incorporate a business. But they also need to understand that a boilerplate legal incorporation might be completely wrong for their specific needs. So some form of legal counsel must be brought into the equation. But that costs money. Serious money. So they should be advised to go through all the partnership questionnaires and seriously look at control issues, and resolve them first. And only then have a lawyer spend a couple of hours reviewing them and making recommendations.The money of course will come when those companies grow and need big-people legal agreements. Because every inflection in the business needs new legal frameworks. New partners or new investors will obviously require that.I would also make the case that eventually partner-shareholders need representation when dealing with professional investors. But again here we have the same problem we started out from, namely that partner-shareholders have stock options only in their wallets, and the investors have the cash.So you have to look at it differently. If you have a VC you are supporting you could be looking at 20 contracts a year at 20-50k. Which is a good chunk of change. But if you are looking to provide advice to startups you will need to address the fact that no-money entrepreneurs have little cash to spare. Which means its a numbers name, and you need to get organized around processing the greatest amount of incorporations at the lowest possible cost. And then growing the legal practice around their changing needs. Hopefully if they understand the limits of the law, and the strengths of the Contract, they will seek the help they need, when they see the need. But you need to educate them as to the specific nature of the need first.Jurisprudence is a magnificent edifice of grand intellectual stature. And so is accounting. And yet people jump into business not knowing the first thing about either. That is the problem. If you don't know that you need a hammer and nails to build a house, chances are you will not complete the house. And the by the time the house collapses, its useless to call in a lawyer.The only value a lawyer has in a startup is the value that he/she creates within that startup. The fact that they do not see the value, or act on that value is on you. Because ultimately if they fail, that is not your moral responsibility. Your responsibility is purely ethical. And until such times as both sides of the equation get that last statement, nobody is availing themselves of the Grand Edifice.Bridge the gap, the money will follow.Or go for the money and screw the entrepreneurs.Long answer... if it was clear in my mind, I could have provided a shorter answer. Thanks for the a2a, sorry for the delay in responding.

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