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APPLYING "A GAME OF THRONES" TO THE BUSINESS WORLD
"A Game of Thrones" is the first book in the literary series "A Song of Ice and Fire" by George R.R. Martin. It is most recently an HBO series. It provides a compelling example of approaches to medieval rule and relationships. These medieval approaches to rule and relationships are similar to some current business and legal approaches to supervision and relationships in business enterprises.
The book is set in a fictitious medieval world. Two of the royal families in the story are the Lannisters and the Starks. The two royal families have very different management styles.
The Lannisters see only their own interests as important and they see themselves as responsible only to themselves. The Lannisters believe that they are best off when all others fear them and literally need them to survive. The Lannisters expect and receive loyalty out of fear and secondarily out of expectation of payment. The Lannisters assassinate and execute both employees and ruling associates (advisors and lords) at the first hint of dissent or problem or even for their amusement. The fictitious Lannisters exemplify the fabled rapacious overlord/capitalist persecuting and abusing others for their own gain. The current business practice of summary employment termination at first glance appears similar to the "Lannister" approach, although it is not. In this business practice, termination is followed by escorting employees out of the building and simultaneously cutting off physical and computer access. This approach is also covered in the movie "Up in the Air" with George Clooney, including as to its possibly beneficial effect on some terminated employees. In the current business context, this "Lannister" approach is meant to ensure that someone leaving does not damage the business. It is also an attempt to ensure that everyone remaining in the business is going forward with at least a surface unity of purpose in line with the business leaders. The downside of extreme application of the "Lannister" approach for a current business is that without the opportunity for whistle blowers and robust internal dissent, good ideas may be missed and the business may head in the wrong direction and decline. For example, Queen Cersei Lannister is feared and cruel. No one dares to criticize her or give her contrary ideas so she misses many good ideas from her advisors regarding the defense of her realm and that could be fatal.
The Starks led by Eddard "Ned" Stark have a more humanistic approach, believing that everyone, even the "small folk" are important. The Starks try to treat everyone fairly and believe a leader should be openly responsible for his or her decisions. The Starks only execute employees and ruling associates when they cause intentional and unmistakable threatening problems. The "Stark" approach allows and encourages more dissent. The Starks believe it is best to value all people and to hear all opinions. The Starks do not punish someone for disagreeing with leadership in order to prevent squelching good ideas. Leaders are more vulnerable and responsible to everyone under the "Stark" model. The "Stark" leadership model of valuing people and their thoughts is intended to engender more participation, buy in, and loyalty by "the small folk" and by the Stark ruling associates. It is hoped that employees and partners will thereby have stronger allegiance to the Stark clan. In the current business context, the "Stark" method is more towards "facilitative" management to enthuse employees and business associates to even greater happiness and productivity. The downside to extreme application of the "Stark" leadership approach is ironically illustrated when Ned Stark tries to save Queen Cersei Lannister and her children even though he knows she is plotting against him. Ned does this by warning her to leave before King Robert learns of her incestual betrayal. For that warning and kindness, Queen Cersei schemes to hide her betrayal and has Ned beheaded as part of that attempt.
Which clan's business practices are best for business, those of the Lannisters or the Starks? No successful businesses operate on the "Lannister" approach as they cannot keep employees or associates in a free society. However, the Lannisters do illustrate one legitimate business practice helpful to all businesses. Choosing between eliminating potential problems early or late is critically important to the long term success of a business. Certainly, considering differing opinions is one way to be sure that critical decisions are more fully vetted. However, if someone continues to dissent unproductively after a considered decision is reached, an entire business can be dragged down. In that instance, a quick "Lannister" business "death" by termination of the employee or business associate with destructive or unproductive behavior should be considered. As to employees, "at will" employment laws allow this termination in most cases. As to other business associates, there is usually a clause in the business association agreement (partnership agreement) itself or in the law generally, to terminate the business association. Keep in mind that this is not a management only decision and an employee should consider leaving if they see the same types of unchecked, destructive circumstances occurring.
An employment or business associate termination is harsh no matter how you handle it. When a business relationship sours, you need to realistically evaluate the situation and act. Remember, you do not want to be Queen Cersei who acts reflexively and wreaks havoc on business solely for petty, short sighted reasons, nor do you want to be Ned Stark who acts late and indecisively and is headless.
Walter Shjeflo is a partner at Fox, Shjeflo, Hartley & Babu LLP in San Mateo. His telephone number is (650) 341-2900.
CORPORATE DIRECTORS - AN OVERVIEW OF FIDUCIARY RESPONSIBILITIES
AN OVERVIEW OF FIDUCIARY RESPONSIBILITIES
Initial Public Offerings and Lockup Agreements
A lockup agreement is a contract between an underwriter and a company going public in which the insiders of the company, including directors, officers, employees, and friends and family agree that they will not sell shares of the company they own until a set period of time after the company's shares are sold to the public. The objective of the lockup agreement is to provide a stable market for the securities for a reasonable time after the initial public offering.
The Federal Antitrust Law Exemption for State Action
Federal antitrust laws are considered inapplicable to economic regulation by the States. In Parker v. Brown, 317 U.S. 341 (1943), the Supreme Court reasoned that in the "dual system of government" of the United States, any subtraction by Congress from the sovereign powers of the states must be explicitly stated. Nothing in the Sherman Act (the first federal antitrust law) or in the legislative history of the Sherman Act indicated a Congressional intent to subject state regulatory activities to the Sherman Act.
Investment Adviser Reporting Requirements
Investment advisers must file Form ADV with the Securities and Exchange Commission or with state offices for regulating securities. Investment advisers who manage $25 million or more in client assets must file the form and register with the Securities and Exchange Commission. Advisers managing smaller amounts of assets must file Form ADV with state securities regulators.
Protection for Toxic Substances Control Act Whistleblowers
Protection for Toxic Substances Control Act Whistleblowers


