50 posts categorized "Publishing"

Language and invention

An upcoming media personality I really, really like is Mike Pesca of NPR.

I say "upcoming" because I hear him on shows recently other than the NPR staple news magazines, talking on subjects other than sports.

Mpesca-7a60f001efa175c7aedfb099527722e0c563a355-s3-c85Or on local stations talking about sports, too.

He was on Seattle's local NPR affiliate, KUOW, earlier this week, talking about the Super Bowl, of course. He pretended to be offended when asked to predict the score, but then quickly cut his own protest off and said the Seahawks would win 24-20.

As I said, I've been hearing him on the NPR news magazines for years, talking about sports. He always makes any sport sound interesting because he offers smart opinions that reveal something about the player, or the sport, or the contest - not himself. (Every time the other NPR sports commentator, Frank Deford, comes on, I shut the radio off.)

But, again, I hear him now talking on non-sports topics. Maybe it's just me getting out more, but I suspect he is pushing to burnish his brand as a media personality outside of sports.

Last night I was driving between beers and heard him on an uneven show moderated by Luke Burbank, talking about the supposed poplular misuse of the English language.

The riff he and Burbank were given was the use of the word "literally" in vernacular conversation. People say "literally" when they mean, of course, "figuratively."

Both Burbank and Pesca pretended to hate what they were naming an abuse of usage.

Burbank uttered the uninformed truism that language is about "expressing ideas," but while Pesca humored the riff they were supposed to string out, Pesca, dressing up his tutoral to Burbank as a concession to the social scientists who are non-judgmental about language usage, explained how common usage re-works languages and that meaning follows metaphor.

The next station in this train of thought, of course, is to acknowledge that poets are the unacknowledged legislators of the world.

But I think I wanted to veer somewhere else, which was to say, almost all language starts as metaphor, and what makes language so powerful, when your metapor is strong enough, is that your metapor ends up reshaping what is normative, what you see, what you account for, how you frame choices to your unconscious.

All this money and business attention to technical innovation in our culture, and yet the very rulemaking of human consciousness is still in the hands of novelists, poets, songwriters. Nice thought, that.

Meeting The Contracts Guy IRL

Yesterday I met up with Brian Rogers and one of his partners in Brian's St. Louis-based law practice.

Brian is of course @TheContractsGuy on Twitter, a friend of and frequent commentator on this blog, and the most astute mediator of my heretical views on contract drafting and Ken Adams's dependable rebukes.

We talked mostly about beer, and baseball, and national, state and local politics - oh, and law firm politics, too (present firms excepted, of course) - over beers at the Machine House and then, later, over scotch and cigars at the Vertigo Club.

But Brian and I did talk a little bit, too, about all the changes to private securities regulation. General solicitation, proposed new Reg D filing rules, even Title III crowdfunding.

Brian's and my respective practices are different enough, and our markets are different enough, that I was fairly surprised at how aligned our views are of all these changes.

Our discussion gives me more courage in my contrarian convictions!

More to come.

Super fun to meet Brian IRL, and his partner too. I hope to hang out with them again soon.

Meeting The Contracts Guy IRL

Subliminal advertising

Many kids are back to school today, so let's go ahead and give ourselves a structured, in-class assignment in writing and critical thinking.


Here's the assignment: write 150-250 words, comparing and contrasting the two quotes below (the first from an article in the Washington Post yesterday about Jeff Bezos's plan on improving the business-viability of the publication, and the second from Facebook's terms of service).

Bezos: "I’m skeptical of any mission that has advertisers at its centerpiece."

Facebook legal: "You understand that we may not always identify paid services and communications as such."

Extra points given for any witty snarkism that fits in 140 characters without resorting to non-standard abbreviations.

Photo: woodleywonderworks / Flickr.

Ignorance about transgender persons, even among journalists

I'm listening to the Diane Rehm show this morning as I write this.

Ms. Rehm has a guest host, Tom Gjelten, who is even tempered and does a great job filling in.

But the show has spun out of control this morning in a way that I doubt would have happened had the show's eponymous host been on the job.


Early in the show, the panelists were discussing Bradley Manning's gender identity. This shocking exchange occured at about 8 minutes into the show:

Tom Gjelten:
"Well Glenn, in fact, his defense attorneys had said that his confusion about his gender identity was part of his, sort of mental makeup, during this whole period. It certainly appears that Bradley Manning was very troubled. What does that indicate about the extent to which he was trusted with [chuckle] so many secrets?"

Glenn Thrush:
"I think that is a great question, and largely an unanswered question. Wasn't it the Pentagon that originally put out photograph, that now famous photograph, of him riding around a car wearing a blonde wig, and lipstick. I mean, you know, this is clearly not exactly the guy you want to have access to all of these secrets."

By the middle of the show, Gjelten and the Thrush were fending off emails and callers who took them to task for such bigotry. Why would professional journalists implicitly assume that a transgendered person should not be trusted with a security clearance?

The producers of the show deserve credit for making sure that irate listeners got through to give Gjelten the what for.

I think the audience for the show was upholding, in her absence, Diane's respect for human dignity.

I'll bet she says something about this when she gets back, or does something about it from outside the office.

The Washington Post, newsprint edition

I've been in Washington DC for a few days and am enjoying reading The Washington Post.

Not stories from The Washington Post on my laptop or phone, but a newsprint edition, one that is, moreover, localized for the geographic area centered around DC.

It seems to me that this localized, print edition of The Washington Post has a ton of stories about federal agencies, personnel moves, Congresspersons, etc., but I do take the hint from columnists' asides that the nation's capital is quiet in August.

ClipboardThe President is out of town, but he shows up every day in multiple sections.

And life goes on in Maryland, Virginia, Pennsylvania. Yesterday's sports section front page featured stories about University of Maryland athletics, the new coach of the Philadelphia Eagles, and conflict between the quarterback and coach of the Washington Redskins.

The most arresting feature of the design of this newsprint edition is the obituary section, which runs pictures in color of people who have passed away. This seems to me as distinctive, stylistically, as the green color of the sports section of the San Francisco Chronicle.

WaPo obituaries pages

Assuming the deal Jeff Bezos has struck with the Graham family to buy The Washington Post closes, you've got to assume the publication is going to change. But it would be nice to capture, if possible, something of the quaintness and authority of the print edition in wherever the publication goes in other formats. 

Four surprises in the letter agreement for the purchase and sale of The Washington Post

On my phone over coffee this morning, I've just read an SEC filing pertaining to Jeff Bezos' purchase of The Washington Post.

The filing is a letter agreement. Though it recites that the parties will complete definitive transaction documents within 60 days, the letter expressly provides that it is to be considered a binding agreement.


And the letter has a ton of detail.

Here are four surprises, points which may or may not be reflected in the mass media and mainstream tech press reporting on the deal.

1. The deal is a stock/unit purchase and not an asset sale.

Though the letter contemplates that certain assets will be transferred out of certain Seller subsidiaries, the transaction is structured as a purchase of all the equity interests in operating subsidiaries of The Washington Post Company.

'The Seller agrees to sell, and the Purchaser agrees to purchase, for an aggregate purchase price of $250,000,000 in cash (subject to the adjustments described in Section 2) (the “Purchase Price”), all of the issued and outstanding equity interests (the “Post Subsidiary Securities”) of each of WP Company LLC, Express Publications Company, LLC, El Tiempo Latino, LLC, Robinson Terminal Warehouse, LLC, Greater Washington Publishing, LLC and Post-Newsweek Media, LLC (collectively, the “Post Subsidiaries”), which Post Subsidiaries are each subsidiaries of the Seller and which together conduct the Seller’s Post Business.'

2. The Buyer is assuming pension, benefit, collective bargaining, and a ton of other obligations to Washington Post employees.

Is this point being covered in mainstream reporting? Would be interesting to know an estimated dollar value.

I won't quote all the provisions from the letter agreement on this topic, but here is just one:

'Promptly following the Closing and following the satisfaction of all requirements of applicable law, the Seller shall transfer to a pension plan established by the Purchaser that satisfies the requirements of Section 401(a) of the Code (the “Purchaser Pension Plan”) all liabilities under the Retirement Plan for The Washington Post Companies (the “Post Pension Plan”) for (vested and unvested) benefits earned by employees actively performing services in the Post Business for the Seller or any of its subsidiaries as of the Closing (each such employee, a “Post Employee”) and cash in an amount (or other assets, as mutually agreed by the Seller and the Purchaser, that have a value), as of the Closing, equal to the sum of (I) the sum of (A) the projected benefit obligation (within the meaning of US generally accepted accounting principles) in respect of such liability as of the Closing, determined using the same assumptions used for purposes of calculating the projected benefit obligation in Seller’s financial statements included in the Seller’s Annual Report on Form 10-K for its fiscal year ended December 31, 2012, filed with the SEC, but in no event less than the minimum amount required to be transferred to the Purchaser Pension Plan in compliance with Section 414(l) of the Internal Revenue Code of 1986, as amended (the “Code”), and the treasury regulations issued thereunder and Section 4044 of the Employee Retirement Income Security Act of 1974, as amended (the “414(l) Amount”), plus (B) $50,000,000 (such sum, the “Pension Liability Amount”), plus (or minus) (II) earnings (or losses), if any, on the Pension Liability Amount from the Closing through the date of transfer at a rate equal to the actual rate of return realized on all of the assets of the Post Pension Plan for such period (the “Pension Transfer Amount”).'

3. WaPo Labs takes a license back, with handcuffs, for "Social Reader."

Is this provision, in a nutshell, indicative of a general lack of vision within the legacy newspaper publishing business as a whole? That may be grossly unfair. But can you imagine any viable new media business that agrees to stand still for five years?

'The Purchaser shall, on and after the Closing, license the content of the publications published by the Post Subsidiaries to WaPo Labs for a term of five years from the Closing Date for use in connection with “Social Reader”, a topical-based news aggregator, and, in consideration for such license, the Seller shall pay the Purchaser a fee equal to 10% of the annual profit, if any, of WaPo Labs for such period. The use, promotion, amount and nature of the distribution of content of the Post Business by Social Reader may not substantially depart from the use, promotion, amount and nature of such distribution by Social Reader on or prior to the date of this Letter Agreement. The parties shall memorialize this agreement in a separate license that contains terms (other than the duration, termination without cause rights and price) not less favorable to the Purchaser than those given to other significant content providers. The parties intend that such license would not (1) permit the assignment, resale, syndication or sublicensing of such content nor (2) allow the use or distribution of or access to the content in a manner that adversely affects the Purchaser’s ability to monetize its content in any material respect.'

4. Background IP license is drafted in an interesting way.

Okay, this is more a legal doc drafting point that will appeal to legal drafting geeks like Jeremy Freeland, Brian Rogers, Mark Anderson, Jay Parkhill and me, but I thought this backstop IP license provision was interesting for how it attempted a conceptual exclusion of subscription or SaaS style services.

'To the extent that any intellectual property (including software, technology or patents) owned by the Seller or its subsidiaries (other than WaPo Labs’ Social Reader, which is the subject of Section 6(d)(ii), or any content) is used in (or under development for use in) the operation of the Post Business as currently conducted, but is not owned by the Post Subsidiaries nor transferred to the Purchaser as of the Closing Date (collectively, “Background IP”), then the Seller and its subsidiaries shall grant the Post Subsidiaries a non-exclusive, royalty-free, perpetual, irrevocable license to such Background IP (the “Background License”), including access to any applicable source code and modification rights (it being understood that the Background License shall not include the provision of any information technology services or technical services, or other support or services, all of which will be addressed in the Transition Services Agreement).'

Haven't read attached exhibits of reps and warranties, and want to look again at the noncompete provision, so may post further on this.

Photo: still from All the President's Men.

More Morozov

This morning on the back porch with a cup of coffee I read "The Meme Hustler: Tim O'Reilly's crazy talk," an article by Evgeny Morozov in a magazine called "The Baffler" (I might subscribe to it, just based on the fun of the Morozov piece).

BKB0xIdCQAEOrInA few pages into it, I found myself wondering, "why would Morozov pay so much attention to a PR shrill? Won't it just encourage him?"

But deeper into the piece, as I recognized that the article pursues essentially the same theme as, and could serve as an addtional chapter in, Morozov's new book (to read my thoughts on that book, click here), I settled down. The Morozov thesis is one that bears repitition and iterative applications. And I feel in need of the corrective.

I myself am not so stupid as to subscribe to the O'Reilly RSS feed or follow him on Twitter. But I am stupid enough, even yet, to follow all sorts of people on Twitter who are meme hustling. I wish I had the courage to stop following all of them.

Anyway, the story of the day gets better. We walked to SODO and saw the Sounders kick the butts of the San Jose team. Lamar Nagle, the Man from Federal Way, scored two goals; Mauro Rosales scored on a wicked free kick; and Obafemi Martins came on in the second half and scored. All the Sounders had great games. San Jose is not a bad team.

And we walked home, and stopped at the neighborhood branch of the library and borrowed some DVDs. No Netflix, no Amazon, no internet. Throw in sunshine and it feels like living!

That said, I did order some cigars online this morning, early enough that they will ship today and hopefully make the meeting midweek I intend them for.

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