Home Is Where The Heart Dwells

A bunch of leading corporate lawyers were invited to the M&A class by Vice Chancellor Strine, in order to explain the merger contract clauses to us. I was struck by their skill of playing with words. For them, it is truly “life is like a law school examination everyday”. i.e. Accuracy of Representations could be written as:

Each of Target’s representations and warranties shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date.

How do you like it? — It may well be the following:

Target’s representations and warranties shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any representation or warranty that, by its terms, is made as of the date of this Agreement or as of an earlier specified date, which need only be accurate in all material respects as of such date); provided, however, that any inaccuracies in such representations and warranties shall be disregarded unless such inaccuracies have a Material Adverse Effect on Target.

What has been done seems to me just added some cliché and a vague MAE clause. But the real effect, as Judge Strine put it, is replacing everything with MAE, which is hard to prove and subject to judicial discretion.

Dean Kagen’s Remarks On the Second Day of Oliver Wendell Holmes Lecture

The Legacy of Oliver Wendell Holmes

1. The desk in the Dean’s Office

2. Oliver Wendell Holmes’s Lunch Box—which turned out to be one that his servant had used

3. The lecture series—through the money he donated

The lecture is really a gift to Harvard Law School through which the best legal thinkers come and talk. Last speaker was Cass Sustain, why the world needs decent ideas. It is an extremely important book on the subject of regulatory regimes. We will expect a great book coming out of Bruce this year.

Friedman: History of American Law
Duncan: Blackston’s commentary

• Facts are stubborn things; and whatever may be our wishes, our inclinations, or the dictates of our passions, they cannot alter the state of facts and evidence.
  –John Adams
• Facts are stubborn, but statistics are more pliable.
  –Mark Twain
• Roused by the lash of his own stubborn tail our lion now will foreign foes assail.
  –John Dryden

Michel Foucault: The Hermeneutics of the Subjecct

–: Madness and Civilization

Koopman: Hostile Takeover

New York Public Library, 42 street

My friend here in New York is an amazing guy. He knows everything happenning in the city everyday and has a gift of organizing things. So with a companion like him, my life could not be dull.

A list of what I have done so far:

1. Great Adventure in Six Flag (a theme park full of roller coasters);

2. Museum Day (a mile long of museums including Metropolitan Museum) ;

3. Movie “Cars”;

4. Off-Broadway Show “Burleigh Grimes”(B-, a story of greed in Wall Street);

5. Off-Broadway Show “Tail”(B+, a story of 5 dogs);

6. Ferry tour to Staton Island;

7. Brooklyn Bridge and Pizza trip (yummy food);

8. Governors’ Island tour;

9. the movie “Kill Short” (C, Free Screening but bump into a bad movie, though);

10. Movie “Superman Return” (B);

11. Broadway Show of “Tazan” (A, Disney product, we got an orchestra seat in the very center);

12. Movie “Fast and Furious III” (B);

13. “Macbeth” (B+, central park);

14. Radio Centre: Gretchen Willson–country music (B+ considering a free CD);

15. Movie “Natrio Libre” (B+);

…

Besides these, I also attended a training program of moot court for city prosecutors as an witness. The prosecutor is a real one, and the judge is a senior prosecutor…

When Dean Elena Kagan said “HLS is like New York”, I thought it were fetishism of big cities, or maybe just brag of her own hometown, though nothing else she had said left me such impression. I would like to be a duff rather than a city-lover. Having been in Beijing for 8 years and visited Shanghi for countless times, I had lost intrest in big cities. New York should be one of them, I thought.

But the past four days in New York changed my attitude towards big cities. The first thing produced such an effect was the subway. I was afraid of subway in big cities, but New York was not that bad. I found stations easily and changed a train without constantly looking for help from others. Even after I made a mistake, I got back to the right train soon–with an unlimited week pass. I forgot to mention the reasonable price of the pass, which costed me only $24.  The second thing was the food. In the past 4 days I tasted at least 4 different flavors, delicious and cheap. The best food, which must be Chinese food, dwells in every corner of the city. The third might be the efficient management of the city. Take, the free event, as an example. The city held a Museum Day yesterday. It was very, very fun. Today I spent half an hour in line in the Central Park and got two tickets for a Shakespere Show in Delacorte Theatre. There are a lot of free events during the summer. Without efficient management, it just could not happen.  Now I am sitting in the New York Public Library, again for free. I ordered a book on Foucault and in 10 minutes it reached me.

What makes New York a great city, a free and dynamic place, full of energy?

Maybe it can be attributed to the mayors. My friend, a New York citizen of real sense, told me what had been done by the mayors. For instance, Giuliani, formerly the head of police in New York, improved the public security of the city; the current mayor Bloomberg, formerly a business man, has adopted the idea of managing the city as efficiently as managing a company. The famous Central Park, a classical design for big cities, was built with the support of  Mayor Fiorello LaGuardia.  

(Intro of Giuliani,see http://www.achievement.org/autodoc/page/giu0bio-1)

More, if not just governmental officials, could be found from ordinary people. I saw the ordinary people’s history in New York, from Museum to the details of life here.  In one of the museums, the changes of neighbourhood were documented and photographed, providing a vivid history for ordinary people in the neighborhood. The graffito, which still can be seen today but rarely, became an image of the city, created by people and for people. It is these people in the city makes me surprise–energetic, diverse and creative.

It is said the day of Harvard graduation always rains. Were it true, the past day was a pretty friendly day. Though it was raining all day, at least it neither soaked us nor disturbed us in listening to President Summers’ solemn claim of our graduation. Rather, it did some good for the marching process. Because the rain limited the range that lawyers would usually be, it made small clusters among the slowly marching crowd. Personally I think it is a better environment for having a good talk than the class day party two days ago.    After the lentitude and enjoyable marching, we finally reached the Tercentenary Theatre, which was actually an open area (what an odd name!). For the first time I saw so many Harvard students together. Robust, noisy and ambitious. A symbol of such features were the KSG students’ holding a small globe (It is a Harvard tradition for the schools to hold something in the air at the time their degrees are conferred). It was so vivid for the perspective, prospect and pride of Harvard students.  I was holding a toy gavel. A little bit tedious.   

Finally I could relax, after a whole year of hard working.

I was cleaning up the room, throwing away papers that had been in my hard disck, and preparing for moving out.

This room is lovely. I think I am going to miss it.

After a year of living and studying here, I begin to have a feeling of home. Indeed home is where the heart dwells. My heart rejoices when critical thoughts flash both in class and table talk, perspectives are shared by many brilliant scholars, for whom the world is not broken up into fragments by narrow domestic walls. What more could I expect?