and in conclusion...

I finally acquired an attorney, from a friend's recommendation, and who is delightful. They opened the conversation with "Okay, so I've read the demand letter, and I've read the contracts...and to be honest, I'm a little confused about the letter in relation to the contracts, so maybe you can give me an overview."

Because, yes, when someone writes a settlement demand letter alleging some sort of contract fraud, but fails to mention a single line of the contract, or any other piece of evidence, that is some Hail-Mary scammy bullshit right there. The response letter is magnificent, with the attorney even finding one or two juicy tidbits I'd forgotten, like the clauses that say "we all agree we have all the information we need, and we don't all have the same information, and that's fine," or "we have our own sources of information independent of Chris, and we're happy with what we know."

Hapless Stock Guys know this, of course, since they provided the contract and drove the whole process, soup to nuts; they screwed up and blew a hole in their balance sheet, and the ROI of having an attorney spend an hour sending me a threatening letter is so huge it doesn't make sense not to try, even knowing I'm the kind of person who quoted the contract back to them from memory, without prep.

It doesn't mean they're not assholes, though.

for fuck's sake.

As a country, we have apparently lost our goddamn minds, where California alone has managed 3 mass shootings in the last couple days. Two of them just yesterday: I just heard about Oakland, but yesterday I saw several cop cars, going extremely fast, on different highways, all headed towards Half Moon Bay.

It's hard to escape the conclusion that it's getting worse.

A couple friends were suddenly able to move to Ontario a little while ago, sooner than planned, so their 4-year old "doesn't grow up thinking little kids getting murdered at school is just a thing that happens sometimes." Most of Canada, of course, means leaving behind a lot of things that make living here really nice, especially during a respiratory pandemic: world-class medical resources, a fairly solid vaccination rate, and with minimal adjustments, like a gazebo and a propane heater, you can enjoyably be outside even in the cold months.

(There's the not inconsiderable downside of the now-annual wildfire smoke. Everything is trade-offs.)

Hopefully our education consultant has some suggestions about a transition year for J, who is now 18, ending the power of Angry Biodad to interfere or slow-roll or any of the other fuckery that emerged out of his miserable narcissism. (One particularly salty school psychologist dubbed him "Mr. Happy.") We've long dreamt of moving to the Pacific Northwest, but wherever the kid goes, we'll be nearby.

This fucking country.

only keep going.

This was the second Christmas without Tim, coming up fast on two years since he departed. When he died, I hadn't seen him in several years, though we'd talked to catch up a bit right after Christmas, and it's both irrational and undeniably real to be so affected by the calendar. It's annoying, is what it is. I think about Tim all the time, in all kinds of contexts, and not for a moment does his suicide leave my awareness. Why should I feel the pressure building in my thoughts as December counts away? (My therapist has a technical term for a conditioned response to a single event, but I didn't take notes.)

It builds, then Christmas releases some of it, then some more building, and finally the first week of the New Year has passed, and it's back to the regular slog. I'll need a job at some point, I guess.

The Hapless Stock Guys, who flubbed everything by overpricing my shares, are now threatening to sue me because I knew about a pre-IPO stock split and didn't tell them. I didn't know, as it happens, and there are emails to that effect at the time, and if I'd known, it's likely that telling them would have violated my NDA. Plus, I am the descendant of many lawyers, and so I knew the contract has many gems like this one:

5.3. Purchaser and Seller represent to each other that on the date hereof and as of the Transfer Date:

(i) they are entering into this Agreement voluntarily and they are not under any form of duress; 

(ii) they have had the opportunity to review the form of this Agreement with their legal and tax counsel and/or other advisors prior to executing it and are fully satisfied that its terms are fair and that it effects, and at all times hereunder will effect, a fair exchange of value; 

(iii) they are familiar with, or have been advised by their respective counsel of, applicable securities laws regarding the Forward Transaction, and are responsible for ensuring that their entry into the Forward Transaction is in compliance with such laws; 

(iv) they are not relying on any express or implied legal or investment advice or information from the other with respect to the prospects or value of the Company or the Shares or any other aspect of the Forward Transaction; 

(v) they acknowledge and accept that the other party to the Forward Transaction may have material, non-public information about the Company that they do not have and which has not been disclosed; 

(vi) they hereby irrevocably waive any right to, and agree to refrain from pursuing against the other party to the Forward Transaction or against any other party, any and all actions, suits, litigations, arbitrations, proceedings, investigations, claims or liabilities of whatever nature (including but not limited to under SEC Rule 10b-5 or similar laws) that relate to the other party’s potential possession of material, non-public information about the Company; and 

(vii) other than as explicitly stated herein, they have not relied upon any other representation or warranty of the other, or any third party.

So they would first have to convince a judge that something merits nullifying extraordinarily explicit and broad clauses like these, just to get a hearing, then convince a judge or jury that I knew a variety of insider things that I didn't (like the stock split), or that I'd sold some stock earlier at N/2 the price they paid me, and thus I knew it was only worth N/2. (The stock I'd sold earlier was waaaay below N/2.) At the end, if somehow they get to a trial (they won't), they'll end up arguing that a techie middle manager, with indifferent financial skills, somehow conned two guys who make some phone calls and activate investment groups with millions of dollars, and who signed the contract that they themselves provided, which makes all of it ridiculous, and then they'll have to pay my legal fees and expenses.

That sort of interrupted my week of moping about or being reflective. I've never gotten a legal nastygram before! It's really unpleasant.

One more day until Tim's yahrzeit. The new year can start on Monday.