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Brew

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Posts posted by Brew

  1. 6 minutes ago, DougO said:

    The top four teams are in the final NFL four. Dallas was close, but they weren't good enough. They're probably tied with Buffalo for the top 5 teams. If they had managed to pull out a win they weren't likely going to win the NFC title or the Superbowl full healthy. With Pollard out they had zero chance to advance. Just not enough weapons left.

    As far as Dak, everybody seems to think their team is entitled to an elite quarterback. Well, San Fran ain't got one, either. There's only one Mahomes and one Burrow. There's no path to getting one like that other than getting incredibly lucky with a fluke draft pick that pans out like nobody ever expected. Deal with it. They got Dak with a 4th round pick, and they're getting tremendous value. They just don't have enough around him, or a staff that can figure out how to lessen his weaknesses and play to his strengths. 

    I've never been a Pollyanna sunshine pumper fan, but I'm well over having typical shithead fan deluded expectations. The Cowboys had a better season than most anyone expected. They got about as far as they could with the team and staff they have.

    They got tremendous value, they are no longer getting tremendous value. At the point in time an extension kicks in, draft status no longer matters in the discussion. His cap hit is right around $50M each year the next two years, that is not continued value and also will further exacerbate the lack of talent around him which he can’t overcome and play his way around.

  2. 6 minutes ago, Texzilla58 said:

    Dallas and Buffalo are the same teams in parallel universes. Their boards are full of vitriol for the coaches, Josh Allen, and their Diggs. I’m sure they will be beating on Hamlin too blaming his disruption.

    No, they’re not. Buffalo’s D has been decimated by injury and they have no ground game outside of Allen. I’ll take Allen/Diggs over Dak/CeeDee 100 times out of 100.

    So many dumb takes in this thread. 

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  3. 53 minutes ago, Mitch Cumsteen said:

    I know that Dak was bad and that a lot of the finger pointing will be deservedly aimed at him, but the niners gouged them on the ground in the second half. They bled the clock and Dallas couldn't get off the field. They completely brutalized them. 

    They didn’t get gouged or brutalized. The defense did their job outside of Diggs dropping a sure fire INT that turned into 7 and a circus catch by Kittle extending a drive. This is 100% on the offense.

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  4. Turpin runs straight into the kicker on a potential TD.

    Diggs drops an easy int that turns into 7.

    Dak does Dak shit like always.

    Schultz makes back to back dumbass plays costing them a chance at the end.

    Wilson lets Kittle bulldoze him on a play that would have set up a long FG.

    Easily could keep going and going and going. Team is dumb, coaches are dumb, bunch of stupid plays ending with a stupid play call.

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  5. 20,21 and 41 is one more than 2x21. It makes zero sense to write it out that way but technically you could argue the facts are correct because it just says one number not one of the variable. It is just not solvable in the way it is written as there would be too many variables. Teacher is dumb.

  6. 2 hours ago, longhornmatt said:

    I don’t think a nonsolicitation clause alone gets a buyer what they need in many cases.  Plus, it can be murky to distinguish that some conduct is covered by a nonsolicitation and not a noncompete, and I think the language in the proposed FTC rule about de facto noncompete clauses casts doubt on whether nonsolicitation clauses are even excluded from the ban to begin with.  But even putting that aside, it’s still a problem to set up a spite store competitor right after closing even if you don’t specifically solicit your old clients with targeted communication.

    Agreed, although it depends on what is selling. Ultimately, in a sale situation or a partner situation the NC should be honored and not subject to a 25% ownership base. If the goal is to protect employees, then protect them with the elimination of the employee/employer component.

  7. 25 minutes ago, Dahobbs said:

    What are the business where:

    1) The seller is an individual as opposed to a business entity;

    2) You have individual ownership of less than 25% among members with sufficient knowledge and ability to start a "spite" store;

    3) The business is small enough/uncomplicated enough where an individual or a handful of individuals could quickly replicate the business; AND

    4) There is some form of legitimate proprietary business information that the non-compete is protecting?

    It seems like if you're in a situation where all 4 above apply, then you're better off entering into an employment/consulting contract with the individual sellers for however long you want to avoid them setting up shop against you. 

    Anyway, I agree the 25% is arbitrary. But any line is going to be arbitrary. Is 10% better? 5%? 

    Engineering firm, insurance companies, accounting firms with the new PE interest, the list could easily be long and includes anything with a personal service component. I’m looking at PE deals, have 27 partners, and am locked into a 5 year NC if I take PE money. Those valuations may change substantially if the NC goes away and I can walk post sale and just operate under a non solicitation agreement.

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  8. 19 minutes ago, longhornmatt said:

    As I read the proposed rule, it only excludes from the ban non competes in sales on owners who owned at least 25% of the company.  I agree low level employees shouldn’t be subject to noncompetes and most of the ones in place are bullshit hiding behind supposed access to trade secrets which doesn’t even exist.  But the non-compete in sales of businesses is often critical, and that 25% threshold is nuts if the final rule leaves it that way.  

    There are plenty of companies where all the partners own less than 25%, plenty where there are minority owners that would be well compensated in a sale and who had active roles in managing the business (and therefore could easily steal business from the buyer after closing) own less than 25%, etc.  

    I suppose I can see some justification for not wanting some entry level VP who owns a tiny bit of incentive class c shares and got forced into the sale through drag rights to have to sign a noncompete, but in general if you’re getting purchase price consideration you can deal with it.  And the threshold where that might become murky is certainly way less than 25%.  This would have a chilling effect on a lot of private M&A deals, so I hope it gets revised in the final rule and/or the courts get rid of it as it pertains to sale based noncompetes.

    Correct, but the non-solicitation component will hopefully still cover the major issues that come up. We have not enforced a noncompete on partners, we have enforced the non-solicitation component in regards to taking employees and clients.

  9. 1 hour ago, TwiceHorn said:

    Lost in a Tennessee court or a Mississippi court?  To be employed where?

    I haven't had the (dis)pleasure of doing this under MS law, but most jurisdictions seem to be pretty similar to Texas or ban them outright.  Oklahoma bans them outright, ffs.

    He lost in a MS court on a suit brought against him for taking a job with us. We have successfully defended ours in a TN court at least once, they just limit time/distance to what they consider reasonable which has typically been 50 miles and 1 year. We don’t use them on low level hires any more though.

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  10. The proposal excludes non competes on owners in a business transaction, noncompetes for substantial owners of a business interest where it is written into the legal document, and several other things brought up in this thread. It is primarily aimed at NC’s between employers and employees where the employees right to work is limited at exit.

    For the lawyers in this thread, you may want to clarify that NC’s are currently enforceable / nonenforceable based entirely on location. I see them get enforced regularly when we are trying to hire. Try hiring someone from MS that has signed one. We paid to take one to court for someone we were trying to hire and relocate that had a 250 mile radius from any of their locations restriction and the individual lost on it because he had signed it.

  11. 7 minutes ago, Gil Bang said:

    I'm behind a bit.  JB Smoove is a funny motherfucker. 

    I still listen, and still enjoy the show.  There are bits that flop (like the Elvis bullshit) but I still laugh a lot. 

    This is where I am on it. I listen if I’m in my vehicle, but most of the time I use the app and just cycle through the stuff I don’t want to hear. JB Smoove, Springsteen, even things like the Vegas strip follow up, all make it worth listening for me especially if I can control what I want to hear.

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  12. 2 minutes ago, Chewbacca said:

    Exactly my point.  Just because SD says you're a resident doesn't mean other states will go along.  The state where you reside very much wants your tax revenue, as you well know.

    Most states base residency on 6 months and a day for reporting total income, but you still get to pay where you work as well. Residency really only matters for unearned income, because your resident state gets that tax. Earned income will tie back to where the services are performed. However, if you were retired, you could spend 3-4 months in a couple of different places plus one day in SD with a SD DL / address and meet SD residency requirements. Then you only pay tax to SD. None of that matters here because he isn’t retired.

    However, like most things, don’t take tax advice from some random dude on the internet based on limited information.

  13. 16 hours ago, Chewbacca said:

    It absolutely is tax fraud.  Your residence is where you reside.  Not where you say you reside.

    It’s a van life deal. SD actually allows primary residency to be claimed based on very limited requirements in line with what he typed. The state also says it includes tax residency and advertises the hell out of it as “free state” b.s. The problem you and others bring up is that no other state is going to agree with that and they will follow where the earnings took place, days in state, etc.

    I have an 80 year old guy being criminally prosecuted for sales and use tax fraud now because he fell for the SD b.s. and registered his vehicles there. TN is pulling all SD (and a few others) registrations and checking actual residency.

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  14. 12 hours ago, Knighthawk said:

    Relatively young people in the 40s and 50s dropping dead is hard to ignore.  All cause death is way up since covid and the jab.  This shit ain’t CR … follow the data.   I’ve lost a super healthy and fit 110 lb sister in law with three kids at 47 years old recently.  None of this shit makes sense.  And yeah it’s real. 

    Young people didn’t die prior to Covid, who knew? I’ll have to tell that to the people I knew whose funerals I attended. People die every day. There have been 100’s of millions of vaccines given and people have died every day still.

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  15. Dropped a buddy off at his house one night completely toasted. I watched him go up the steps and left. The next morning I get a call from his dad raising hell. Apparently, he couldn’t get in the house and got in his mom’s car and proceeded to puke all over the front seats, floor board, etc. His dad still will not speak to me. The rest of our buddies still find it quite funny.

    On the garage stories, if my daughter marries a Texas fan that finds his way to this site eventually the stories will be able to continue. She has hit both mirrors and bounced the drivers side front off the garage entrance wall not once but twice. It is a small garage entrance, but she drives an Escape. The plastic front ends on those things don’t hold up well to low speed impacts. We were waiting to get the first hit fixed when she managed to do it again. We’re just going to leave it at this point until she rearends someone while sending Snapchats and then we can get it all fixed at once. 

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