Like everyone else I am having trouble thinking about anything other than the coronavirus pandemic and the shockwaves it has sent, and will continue to send, through the system. As it began to unfold I found myself thinking, talking, and posting about it fairly constantly. In an effort to try to keep it confined to a given time and place, both physically and psychologically, I am keeping a diary of it all.
April 25: I started wearing glasses to read when I was in college and I’ve worn glasses all day, no matter the circumstances, since I was in law school. I’m not blind without them or anything — I can function — but the world is blurry and harder to navigate without them. I can’t read more than the largest print without it being something of a chore. Driving without them can happen if absolutely necessary, but it’s something I’m not super comfortable with. I basically put on my glasses when I wake up and take them off when I go to sleep with exceptions for showers and swimming and not much else.
Since masks became the rage I, like all glasses wearers, am dealing with this:
There are supposed to be ways to adjust your mask to keep that from happening but I can’t seem to get it right, so I’ve just been leaving my glasses in the car when I go into the grocery store. That’s been mostly OK — my eyes can adjust a bit once I’ve had my glasses off for a while — but it has led to minor tragedies like this:
I grew up on crunchy peanut butter and vowed — like Scarlett Fuckin’ O’Hara — that I would never eat crunchy again after I left home. Now it’s come to this. Crunchy peanut butter? It’s like we’re becoming savages.
“Sometimes you just need to say the president’s wrong,” said a former administration official who, like some others interviewed for this story, spoke on the condition of anonymity to be candid.
I guess you say he’s wrong sometimes, but oh dear, not now! Not in the newspaper for attribution! If I do that, I may not get a job in the next Republican administration!
Bret Stephens makes a compelling case for regionally beginning to lift the lockdown. The rest of America doesn’t have to play by New York’s rules. He’s right. https://t.co/kSMx19aTbi
— Eli Lake (@EliLake) April 25, 2020
Here’s an idea: pundits, like our man Lake here, who thought the Iraq War was a great idea and would be quickly and easily won should probably pass on offering their “re-opening the country during the pandemic is a great idea” plans. You already helped ruin one country. Let’s not try to ruin another.
The Columbus-based clothing giant L-Brands decided to sell-off it’s Victoria’s Secret division early this year and found a buyer in a New York private equity firm called Sycamore Partners. The price tag: over half a billion bucks. The deal was supposed to close in June, but then the pandemic hit, stock prices of everything plummeted, with that of retail stores, which are obviously closed, particularly hard hit. Victoria’s Secret has an online business, but I can only imagine that the age of sweatpants and social isolation isn’t doing any favors for sexy underwear. That has led to some serious buyer’s remorse on the part of Sycamore Partners, which has sued in an effort to get out of the deal.
Like any other private equity firm money is the alpha and omega of their concerns, so I get that they’d look for a way out, but I laughed out loud when I read about their basic argument: that L Brands’ reaction to the pandemic violated the terms of the deal, which required Victoria’s Secret to operate “in the ordinary course consistent with past practice.” These are the exact words from their lawsuit:
“Less than one month after L Brands entered into the Transaction Agreement with Plaintiff, however, it closed nearly all of its approximately 1,600 Victoria’s Secret and PINK brick-and-mortar locations globally, including all 1,091 of its Victoria’s Secret and PINK stores in the United States and Canada . . . These actions have caused significant damage to the Victoria’s Secret business . . . That these actions were taken as a result of or in response to the COVID-19 pandemic is no defense to L Brands’ clear breaches of the transaction agreement.”
“You breached the contract by . . . complying with legal/ethical/practical imperatives to close your business to keep people from getting killed by a deadly pandemic,” in addition to being morally fucking unconscionable, isn’t going to fly for a bunch of boring legal reasons. Factually speaking, Sycamore probably knows this, and is just doing this in an effort to get some leverage.
But all I can think of right now is the mid-level litigation attorney — probably someone about where I was when I left the practice of law — who was tasked with taking first crack at the bullshit verbiage in the lawsuit.
I had to represent a lot of unsavory clients in my day and I had to make a lot of difficult and even borderline unconscionable arguments on their behalf at times. I represented a tobacco company trying to get out of paying money into a public health fund. I represented a guy who stole $50 million of taxpayer dollars. I represented crooked politicians, heartless corporations, and a lot of rich people who seemed to get off on the idea of making life worse for working people and poor people. When you do that you’re going to have times when clients say to you, “get me out of this impossible situation, now! I don’t care how!” and you’re gonna have to come up with something. It’s part of the gig, and if you can’t handle that part of the gig, that gig isn’t for you, just as it ended up not being for me.
Still, this one seems particularly bad.
I’m picturing the guy who drafted this at home — because we’re all at home — staring at his laptop in his little den just off the living room. I picture his wife playing with the kids in the next room, maybe saying “shhh, daddy’s working” when they start to have too much fun. Our man here would much rather be in there with them, but he’s staring at his laptop, trying to figure out what to do.
He goes back over all the email traffic from the main litigation partner who tasked him with this. He looks at the stuff that was forwarded to him from the transactional attorneys who did the Victoria’s Secret deal and who have the client relationship with the private equity firm, trying to make this complaint make something approaching legal sense while also trying to make the client happy.
There was probably some brainstorming in all that email traffic. At first there were probably less repugnant drafts floated. Maybe our man here even did a first draft of the complaint that was a bit more apologetic and passive-voice heavy, saying something like “while the COVID-19 pandemic was clearly the reason for the stores closing, it has had the practical effect of rendering the terms of The Agreement inoperative . . .” Then he got an email from the litigation partner — who had just gotten off a call with the deal people — angrily telling him “no, they BREACHED this deal! Sycamore wants that idea clear and prominent.” Maybe the partner came up with the phrase “That these actions were taken as a result of or in response to the COVID-19 pandemic is no defense to L Brands’ clear breaches of the transaction agreement” and demanded it be in the draft complaint.
Our man sighs heavily and includes it in what will be the final draft. He knows it’s awful, but he does it and then he hits send. Then he goes in and plays with his kids for a while, though he has his phone with him and knows it’ll be blowing up with some more changes and final nitpicking before it’s all done. It keeps him from being as mentally present as he wants to be and, if he didn’t already hate himself for his work, he hates himself for what it does to him even when he’s not working. He spends a lot of time wondering how he got here and how he’s ever going to get out.
Or maybe I’m just engaging in massive levels of personal projection here, our boy is kinda proud of himself for drafting stuff like this, and justifies it by driving a Range Rover to the still-open-for-some-reason golf course and to pick up pandemic carryout. They don’t pay guys Range Rover money if they’re wrong all the time, do they? Fucking of course they don’t, Broseph.