Alt Investing Made Easy

Sarah Florer (00:08.62)
Welcome everyone to Alt Investing Made Easy. Today we're very pleased to interview our friend and colleague Dan Bidding of FBFK Law. He's a shareholder attorney and we're here to hear from Dan about his practice and also some topics that are relevant for alternative investors.

Dan Bitting (00:31.269)
Glad to be here.

Roland Wiederaenders (00:32.749)
Yeah, welcome Dan. It's great to be having this conversation with you and we've really enjoyed getting to know you over the last couple months as we've joined FBFK and your practice is so valuable to us because we help put the deals together, these private securities deals together, but when things go wrong, we need to call somebody like you. So Dan, to start out with...

Sarah Florer (00:45.378)
Mm-hmm.

Roland Wiederaenders (01:01.571)
Tell us a little bit about your law practice and maybe how you got interested in it initially.

Dan Bitting (01:11.898)
Well, so I got out of UT Law School in 1988 and I've always done some form of litigation, a lot of business litigation. And at my prior firm, we did a lot of legal malpractice defense. And when people are suing lawyers, they always try to find a way to assert a claim for breach of fiduciary duty because that's a very tough claim to defend, especially

in certain instances the burden of proof actually shifts to the fiduciary to prove that what he did or she did was fair and that's a tough one. I started marketing more into the fiduciary duty outside of the legal malpractice context and for the last 10 years I've done a lot of

Sarah Florer (01:45.016)
Hmm.

Dan Bitting (01:58.288)
probate trust in the state's litigation involving claims of fiduciary duty. I've handled securities fraud cases too which has that aspect to it. that's my practice is civil litigation with a focus on fiduciary duty claims often in the probate and trust context but often not.

Sarah Florer (02:18.456)
So Dan, we got to the part where you graduated from law school, but what got you into law school? Just tell us a little bit about yourself and what made you interested in becoming a lawyer in the first place.

Dan Bitting (02:30.63)
I think it was the desire to eat meat. I went to Texas A undergrad and thought I was going to be an engineer. I'd like to say I mastered that in the first semester. And then I spent two years in the business program, which actually I didn't plan it, but turned out to be pretty good for what I do to have that business background. And then I wound up an English major and the choice was law school or grad school. And since I like to eat meat, I picked law school.

Sarah Florer (02:58.444)
Ha ha ha!

Dan Bitting (03:00.128)
And I always thought I wanted to be a litigator, during law school, we call our internships clerkships, as you all know. I sampled some of the other practices, the transactional practice like y'all have, estate planning, real estate, and I just continued to like litigation better than that boring stuff that y'all do.

Sarah Florer (03:23.758)
Somebody has to do it. But also, Dan, I just want to point out that you have the interesting qualification of being both an Aggie and a Longhorn.

Dan Bitting (03:32.666)
That's true, and if you ask me who I root for, it be the Aggies. But I was fortunate to be in law school doing that rare window when the Aggies generally were better than Texas at football. And so you can date my law school period by that. That hasn't happened very often.

Sarah Florer (03:50.902)
Okay. Shall we move?

Roland Wiederaenders (03:55.183)
Well, Dan, this fiduciary duty.

Yeah, I was going to move on to kind of get a little bit more into the fiduciary litigation aspect of it, because I think it's interesting that this really comes up in these practice areas that Sarah and I cover. then we don't get into legal malpractice, but the concept of a fiduciary at law is somewhat unique. And you name the areas where this comes up most frequently in trusts in the States.

practice in corporate law and then attorneys owed duties of fiduciary duties to their clients as well. Are there any other fiduciaries at law than the ones that we mentioned there?

Dan Bitting (04:42.694)
One that people forget about is spouses owe fiduciary duties to each other. And I don't do divorce cases. I sometimes get brought into them on business issues, but I just helped a client who was having a fight with her ex-husband who didn't disclose something about some property they own.

course, fortunately it resolved without us having to go to arbitration. But my argument was going to be you were still married when this accident happened and husband had a duty. One of the fiduciary duties is the duty of full disclosure and he had a duty to disclose that to his wife and he didn't and had she known it, she would have settled the divorce in a different way. But the list you gave Roland, the typical ones we think of as trustees, executors, officers and directors of fiduciary duties,

Sarah Florer (05:08.238)
Hmm.

Dan Bitting (05:37.046)
to the company, not to the shareholders that sometimes get lost. Those are the main ones. But you can also have informal fiduciary duties. You might claim your pastor owes you a fiduciary duty. You might claim your best friend that you relied on over the years. And that argument is frequently made in situations where there might not be a pure, well, you said legal fiduciary duty. This would be more of an informal fiduciary duty. But I think you name the big ones, trust, estates, and the corporate.

Thank

Roland Wiederaenders (06:08.271)
Well, sir, just let me jump right back in to follow up about the question about the corporate fiduciary duty. And I thought that was interesting, Dan, that you said that it's a duty that the directors and officers owe to the company, but not to the shareholders or members of an LLC. I'm sure the same would apply. But I think that's interesting that, you know, when we advise clients, we tell them, well, you can...

Sarah Florer (06:18.126)
.

Roland Wiederaenders (06:35.471)
You can run your company however you want, but you always have to make a determination that the actions that you're taking are in the best interest of the company and all the shareholders. that maybe give me a little bit of an explanation there, Dan, because I'm actually learning something right now.

Dan Bitting (06:54.928)
Well, it can come up and you can have shareholders with differing interests. the major shareholder may have a different opinion than the minority shareholder.

And for many years in Texas, we had a doctrine called stockholder repression, which tried to kind of fill that gap. And then the Texas Supreme Court told us that, we really didn't have that doctrine all those years. It was just a dream. But frequently, you'll have an argument. And I've been in cases like this where I represented beneficiaries of a, it was actually an oil and gas royalty trust. And we were suing.

because some of the trustees did things they shouldn't have done, like they paid themselves the wrong way and they didn't disclose things. And the argument back at us was, you don't have standing to do this because that claim belongs to the company or the trustees. But then...

Sarah Florer (07:50.542)
Hmm.

Dan Bitting (07:51.622)
The trustee is not going to sue himself, right? And corporate officers may not sue themselves. And that's in the corporate setting, you get into derivative lawsuits. And there's a less formalized version of that in the trust world where you can go and say, okay, I might not have standing because the duty is to the corporation. But in this instance, the director's not going to do what he needs to do. So we're going to sue derivatively.

Roland Wiederaenders (08:19.983)
So we do still have to worry or think about how a claim could come up from, I guess in the trust context, either a beneficiary or in the corporate context from the shareholder, still have claims, but it's not under that duty that's owed to the corporation.

Sarah Florer (08:39.213)
Mm-hmm.

Dan Bitting (08:39.876)
Right. So, I mean, in the corporate context, you'll typically see that as a derivative suit where the shareholders will say, the management is not going to sue itself, so therefore we have to do it for it. In the trust context, a beneficiary does have standing to sue the trustee. So, it can get a bit convoluted depending on what your structure is.

Sarah Florer (08:45.884)
Right.

Sarah Florer (08:52.344)
Yeah.

Sarah Florer (09:03.342)
Well, you know what, Dan, we've had some really interesting conversations recently because obviously here in central Texas we've had a big internationally known event where a number of people lost their lives and there's some well-known established sort of iconic businesses in the hill country that were involved. And I think you have some experience and also as an example of what we're talking about when you talk about

cases that involve fiduciary duties, this is maybe something we could discuss. And I think this, to be precise, is about what happened with Camp Mystic.

Dan Bitting (09:40.334)
Right, that was truly tragic. Not just Camp Mystic, but you know there are people in RV parks and other people. Right, and there will be undoubtedly a lot of justifiable inquiries as to could that have been prevented. All that law supplies, was a horrible flood.

Sarah Florer (09:43.118)
Mmm.

Sarah Florer (09:48.534)
Yeah, yeah, and even just private citizens, I think.

Sarah Florer (10:03.886)
Hmm.

Dan Bitting (10:09.292)
My involvement with Camp Mystic was years ago, was a fight between the family. On one side was Dick Eastland who unfortunately perished in this flood and he was director of the camp company and there was a land-owning company that Dick and the rest of his family owned and they got into a fight really over and I'm not...

saying anything that I don't think is public, including a Texas Monthly article that's halfway behind me. They got into a fight because...

A neighboring landowner wanted to pay to restrict the use of the camp land and there was a disagreement over how much should go to Dick's company that he owned 100 % of and how much should go to the company of which he only owned 51 % of. And so getting back to the fiduciary duty aspect, it was going both ways in that case because my client, Stacy Eastland, was a lawyer and had done legal work for the family. So he, as a lawyer, owed fiduciary duties. And then the question would be just to whom. And then the argument was,

was that Dick, as a director of the land company, owed a duty to disclose to his family the offers that this wealthy neighbor had been making to restrict the property. And our argument was that he didn't disclose all the offers. His argument was that he did. And that was a big part of the fact. And I'll say this, in most fiduciary duty cases, you're always going to have a duty of disclosure issue.

Sarah Florer (11:30.958)
Hmm.

Dan Bitting (11:43.054)
because you take any relationship that's lasted any length of time and if I'm on the plaintiff's side, I can take a microscope to that relationship and I can find something that was not disclosed. And then the argument is, it material, was it important, depending on which case you read. You have a duty of full disclosure of important or material information. And to give you kind of a goofy example of that,

Years ago, I was involved in a securities fraud arbitration arising out of the dot com boom. Some of the people listening to this will remember that. essentially, you know, there are a bunch of people that are going to be the next Mark Cuban, but their timing was off. And so 2000 hit and the boom hit. And so they sued the promoter of a lot of these ventures. And one

different about that instance than probably what your clients that you represent is they were kind of single purpose investment entities. So as opposed to a typical VC firm where you might invest in 10 different startups and hope one of them hits big, these guys put all their money in one and then formed another entity to put all their money in another one. So they sued the promoter and I kid you not in this arbitration full of lawyers.

The question was, well, would it have been important to you to know that Mr. Promoter was using the company lawnmower to mow his own yard? Well, yes, that would have been incredibly important for me to know that. as I've told you guys several times, in hindsight, everything's material. So you almost always have a breach of the duty of full disclosure argument in one of these cases. You're suing them.

Sarah Florer (13:31.299)
Mm-hmm.

Dan Bitting (13:34.256)
promoter of an investment or your senior trustee or your executor or your spouse.

Sarah Florer (13:38.274)
And I just want to add, you know, just to emphasize for our audience, Dan, because this is such an important point. talk, mean, Roland and I all day talk about the importance of disclosure. And I guess the general rule is when in doubt, disclose. And of course, that's uncomfortable. Not everybody, people like to hold their cards close to their chest when they can. And so just to note here from such an experienced litigator who's done so many of these cases, he's letting, he's putting the world on notice that

Disclosure is indeed very important and you can pretty much find anything that you later call material. So it's really nice to hear that we've been on the right track this whole time.

Dan Bitting (14:18.406)
Yeah, you're gonna and you're gonna be arguing a bit about it and In my world that sort of question goes to a jury so Even if you ultimately even if you're the fiduciary you're the promoter even if you ultimately win that You've paid someone like me a lot of money to go do it Which is a good thing because you know people like me like to get paid a lot of money you do things but so yes, it's

Over-disclosure, it's easy for us to say, sometimes it's hard for people to want to do. I had a case years ago rising out of a startup and the founder had a felony tax conviction and he didn't feel the need to disclose that to anyone. you know, when I deposed him, he truly thought, well, that was 10 years ago. No, that doesn't matter. And you can imagine from the investor's point of view whether that might matter.

Roland Wiederaenders (14:52.548)
Yeah, though.

Roland Wiederaenders (15:15.833)
Yeah, for sure. And then you think about it in the context of a jury and can an attorney spin that and just make the person look completely dishonest. You this deliberately concealed the fact of his prior tax fraud conviction and misled the investors into believing that he was a person that could be entrusted with their money. you know, it just, you really have to spin out the scenario for the clients that we work with because

When they hear us say, well, yeah, you probably should disclose that tax fraud conviction. They immediately say, well, if we disclose, it'll make the deal less sellable to our investors.

Dan Bitting (15:54.206)
Yeah, gee. Yeah, it's a tough duty. If you do show your duties, they frequently say it's the highest duty the law recognizes, and it's true. And you mentioned a jury. I don't care what jury it is. Somebody on that jury has had somebody lie to them or not disclose everything to them. So it's easy from the plaintiff's side to try to...

Sarah Florer (16:18.933)
Mm.

Dan Bitting (16:22.214)
tap into that sort of natural sense of betrayal that we've all felt at some time.

Sarah Florer (16:28.814)
Yeah, no, think, sorry, go ahead, Rylan.

Roland Wiederaenders (16:31.865)
think what the juries would see the opportunity to right a wrong, know, that I'm actually called to jury duty next week. Next, I'll let you guys know I'll be out of the office next Tuesday for that. But you you show up in court and you think, I've got to do something. I've got to right this wrong. And unless it's just completely obvious that the plaintiff is just, you know, making things up and, you know, the defendant comes across as very trustworthy.

Sarah Florer (16:38.092)
Yeah.

Roland Wiederaenders (17:00.131)
You know, it really is. It's exactly what you said. A skillful attorney can tap into the past experiences of those jury members and really, you know, incite them to take action to right this injustice.

Sarah Florer (17:09.262)
Hmm.

Dan Bitting (17:16.838)
And you never know what you're going to get. I was telling you all a story at one point that I lost a case. one of the jurors after I was talking to him said, shouldn't your client have been a stopped? Well, a stopped is a word that normal people don't use. And so somehow this guy had a knowledge. And he wasn't a lawyer, but he was an insurance executive. So somehow he had a knowledge of the.

legal doctrine of estoppel that he took into the jury room with him, although all the jury instructions will tell you not to do that, they do it. And, you know, I didn't think to ask that question in Vordar. So I generally do think juries try to get it right, but they're human beings.

Sarah Florer (17:51.98)
Yeah.

Sarah Florer (17:56.046)
Hmm.

Yeah.

So Dan, know, we also like to, you know, we can keep talking about legal matters for sure, but we also like to give you a chance to maybe share some other things that you're interested in. Like obviously you've been doing litigation for so many years, you have a lot of expertise, you know, for our audience. Dan is, I think, probably one of the most experienced litigators that I've had the opportunity to work with and that's really a blessing.

And, but also you're, you you're from, you live in Austin, you have other things that you do. You want to share a little bit about the other side of Dan?

Dan Bitting (18:41.03)
Sure. Well, I like to stay active. I generally play basketball several times a week. My gym is under refurbishment, so I can't. I like to cook and what y'all know I like to do is play piano and occasionally write goofy songs for my partners or firm events. So that's one of the things I like to do to react, relax, is sit and...

Sarah Florer (18:57.166)
You

Dan Bitting (19:09.946)
Alright, I'll admit it. Have a cocktail and maybe sit down and play some piano.

Sarah Florer (19:13.934)
And I have to say for everyone that are, Roland and I have been the happy recipients of our own song.

Roland Wiederaenders (19:22.413)
Yeah, it's the time.

Dan Bitting (19:22.768)
We'll do another podcast. It'll be a musical podcast.

Sarah Florer (19:27.342)
We can do a podcast in song, in song form.

Dan Bitting (19:30.278)
Yeah. Good. Well, and I told you all that trying a case or being in court, to me as a musician, is a bit like that because it's like the witness throws you a B minor diminished seven and that's not the key you were in and you got to figure out what am I going to do with that to get back to the key I want to play. So any musician who's listened to this might understand that analogy, but it's also what makes it fun.

Roland Wiederaenders (19:33.453)
we can describe it as.

Sarah Florer (19:49.923)
Hmm.

Sarah Florer (19:56.078)
Well, I think it's also actually interesting to touch on that. was thinking about it the other day that I have a lot of training in the arts, actually. I think Roland does, too. And people don't see attorneys necessarily as creators. But there is a certain amount of creativity that you need to actually be a good attorney, think, whether it's either litigation or transactional work. Because you're actually creating transactions. You're creating structures. There's a certain amount of

you know, thinking that you need to be able to do that's adjust in the moment, but also be able to think about things that you haven't done before, etc. So it's to me, it's a real natural marriage between practicing law and actually having a side of you that's a creative person.

Dan Bitting (20:38.458)
I agree with that and the number of lawyers that have some artistic side game, whether it's piano or painting or writing poetry, a lot of us do. my view, although you guys and I do different things, we're problem solvers and it takes some creativity to solve the problem, whether you're doing it in the corporate structure financing way or, you know, I solve my problems in the courtroom.

Sarah Florer (20:45.39)
Hmm.

Sarah Florer (20:57.294)
Mm-hmm.

Dan Bitting (21:09.21)
more often than not, not with a jury verdict, but taking so many steps towards that verdict to solve the problem. And so I think it does take creativity in what we do, which is really kind of what makes it fun, right? I mean, I...

Sarah Florer (21:12.525)
Hmm.

Dan Bitting (21:25.858)
I like the on your feet stuff and y'all probably like, this is how we can make this deal work financially to attain what our clients want and still make all the disclosures that we need to do to try to protect them down the road.

Sarah Florer (21:33.591)
Yeah.

Sarah Florer (21:38.508)
Yeah, I think it's exactly that. Roland, I don't know if you agree.

Roland Wiederaenders (21:43.036)
yeah, yeah. And I was thinking, sir, the thing we talk about here and what we're trying to do with this podcast is engage in trust production. It's a recurring theme. And as attorneys, we want you to come hire us. But before you can come hire us, you have to trust us. And for us to do that, we have to give you reason to believe that we will.

Dan Bitting (21:46.886)
you

Sarah Florer (21:53.326)
Hmm.

Roland Wiederaenders (22:09.089)
serve in this problem solving way and will be creative and come up with solutions to enable you rather than, you know, tell you, well, you just can't do that. So I guess that's one thing that I always really enjoy about, you know, particularly the disclosure question is the talking with people and solving the problem. How can we disclose this in a way that is inoffensive or would make it less likely, you know, you're disclosing the information.

Sarah Florer (22:20.238)
Hmm.

Roland Wiederaenders (22:38.489)
but you're disclosing it in a way where you can mitigate the harshness of it, or maybe explain the circumstances of the tax fraud. For one of our clients, I was thinking he didn't want to disclose a bankruptcy. in the context that we were talking with him about, he didn't necessarily have to. But his argument was, well, we're not using debt in this strategy.

The bankruptcy isn't material and that's not a bad argument.

Sarah Florer (23:12.174)
Mmm.

Dan Bitting (23:14.744)
Yeah, but you might have thought using the lawn mower to mow your own yard wasn't material, but you can imagine, and I've been on both sides of that, showing some investor a PPM and going over to disclosures and say, well, did you read this? Did you do any follow-up? Did you email? Did you ask for any more information? So something's better than nothing in that context.

Roland Wiederaenders (23:20.408)
Yeah.

Sarah Florer (23:39.714)
Hmm. Yeah. think...

Roland Wiederaenders (23:42.138)
Well, in the end, you know, we write emails to clients and tell them, hey, you know, we think that you need to disclose this, know, we will prepare documents for them at their instruction. As long as we've told them, given them advice, you know, we will, unless it's a clear violation of the law, we can't counsel clients to break the law. But if there is something that's

you know, maybe debatable there, then we'll send you an email and say, listen, we think that you should disclose this, but if you're electing not to, then, you know, it's your decision in this instance.

Sarah Florer (24:16.61)
Hmm.

Dan Bitting (24:17.67)
Well ultimately, and you hit on it Roland, with some exceptions like if you know your client's about to go kill somebody or rob somebody, it is the client's call. And all you can do, and we've all been doing this long enough, sometimes those conversations are difficult, but all you can do is say this is my advice, this is why I'm asking you to do this, or sometimes not do this. And if they do it, that's on them.

Sarah Florer (24:46.03)
Hmm, yeah, exactly. So, oh, sorry.

Dan Bitting (24:50.222)
I had a case years ago where my lawyer was getting sued and there was a, somebody did a deal that they'd said, we're not gonna do the deal, we're not gonna do the deal, we're not gonna do the deal. And then at midnight, the guy does the deal. And so my argument, what was my lawyer supposed to do? Drive over there and break his hand so he couldn't sign it? I mean, at some point you've done all you can do.

Sarah Florer (25:09.902)
Yeah. Well, and that's a tricky thing too, isn't it? But I just wanted to make a correlation back to the trust building that we try to do as attorneys. It speaks directly to the fact that we have fiduciary duties, right? There's, you know, and I don't know if you can riff off of that, Dan, but, you know, why, what are, in a fundamental question, what are fiduciary duties for? They're actually to promote an environment of trust, really.

I mean, shareholders need to trust the management of the company. Minority shareholders need to trust the management of the company will also remember them. Beneficiaries need to trust the trustee. It's even called a trustee, right? And then spouses need to be able to trust each other.

Dan Bitting (25:57.488)
Well, I think that what the Marine Corps motto is, Semper Fi, always faithful, always loyal.

There are a handful of basic fiduciary duties and one of them is loyalty. And if you're in a self-dealing transaction, the jury's gonna be told you have a duty to make sure this is fair to the other people over yourself and put their interests ahead of yours. And one is full disclosure, like I've mentioned, and one is just competence, which, you know, you just...

Sarah Florer (26:11.534)
Hmm.

Dan Bitting (26:31.814)
It's not one of perfection, but you need to be to do what you're doing. So as a lawyer, if I were to sign up and say, yes, I can help you raise money, I would be out of my competence because I don't do that. But it is all, is, one of my pet peeves is when people say we're going to sue the trust. Well, you can't sue a trust because what a trust is, is a relationship.

Sarah Florer (26:56.194)
Mm-hmm.

Dan Bitting (26:56.934)
The relationship between the trustee and the beneficiary, between the executor and the beneficiary, between the lawyer and client. And it is all about relationship and all about trust. And they're counting on us, in your case, to help them raise money in a way that is...

legal and ethical and doesn't get them sued but also accomplishes what they want to do. And in my case, you know, get them out of a problem that they may be in or sue somebody else that put them in a problem. But it all comes down to relationships and trust.

Sarah Florer (27:15.224)
Hmm.

Sarah Florer (27:29.122)
Exactly.

Roland Wiederaenders (27:30.479)
What's so great to have you as a resource, it's really something that I haven't, you know, we're back in the office regularly now and we do office right next to you. And we've said this many times now that our clients, if they ever do need to sue anybody or they're going to get sued, we've got somebody right next door in you that is a tremendous resource for us. And I'm just, really glad that we're law partners, Dan.

Sarah Florer (27:32.845)
Hmm.

Sarah Florer (27:57.806)
Like I was doing.

Dan Bitting (27:58.192)
Well, I share that. It's great having you all here, both for the legal camaraderie and the other camaraderie and the fact you'll listen to the songs I write about your practice. Nobody wants to get into a lawsuit. You don't want to have to go see your surgeon because usually something's bad. But it's going to happen. You do enough business, it's going to happen right or wrong. And I will say that

Sarah Florer (28:07.534)
I can't wait for the next one.

Sarah Florer (28:16.898)
Hmm.

Sarah Florer (28:20.366)
Yeah.

Dan Bitting (28:26.638)
In terms of resolving problems, our judicial system does a pretty good job of it when you compare it to the alternatives. You go over there, you'll get a result. One side won't like the result, but nobody's going to be throwing hand grenades or shooting at you, most likely. You're going to get a resolution.

Sarah Florer (28:47.95)
Hmm.

Roland Wiederaenders (28:50.243)
Yeah, that's one thing. mean, as we have more and more of these conversations and really, Sarah, this comes from our conversations about you telling me about life in the Middle East and the restrictions of doing business abroad and the different dispute resolution mechanisms in other countries. But we really are blessed with an efficient markets, capital formation markets. But then also we do have

Sarah Florer (28:50.349)
Yeah.

Sarah Florer (29:01.742)
Mm.

Roland Wiederaenders (29:19.757)
the courts and I guess the one thing you said sir is that we are perceived, Americans are perceived as being very litigious, aren't we?

Sarah Florer (29:27.594)
Mm-hmm. Yeah. That part's true. And I think there are other countries, by the way, that are known to be very litigious. Randomly, Malta is one of them. They sue each other a lot there. But yeah, it's also the home of the Knights Templar. But I do think that, you know, one thing that comes out of the litigation, the litigiousness of the American, of the United States, is that we actually then can...

Dan Bitting (29:39.875)
I should move there.

Sarah Florer (29:56.654)
clarify and promote a lot of legal doctrines that are relevant for the current, the world in the current circumstances. And then that actually feeds back into not necessarily, it's not binding precedent, obviously, but it does inform other courts, other countries, the judiciary, other parties. it kind of, there can be, for example, whole new industries emerge like an AI as the lawsuits start, you start to get clarity on certain...

fundamental things, maybe we'll get some clarity about large language learning models and intellectual property and all of these things that then actually can be very influential in the judicial systems of other countries. But there is a cultural thing about whether you try and resolve something through a lot of diplomacy before you fight. definitely, I mean, the American market is so large that probably a lot of people do do that, but then enough people sue for it to be.

very lively, litigious environment in certain ways.

Dan Bitting (30:58.246)
Well, you some people who criticize the number of lawyers that we have in the United States, I would say we have a lot of lawyers because we have lot of freedoms. mean, we have freedom to do deals in different ways. We have the right. If you feel you've been harmed, you have a court. You can go say, I've been harmed, and this is why. And if it's a type of harm that didn't exist 50 years ago, then we...

have a common law system that can look at it and say, maybe we need to a claim for this sort of damage that we didn't have a need for years ago.

For those who say judges don't legislate from the bench on that political side, I say, what is common law? Common law is case by case building up. That's why we have products liability now. That was a result of a common law decision that it makes sense to, that it's a lot easier for a manufacturer to guard against a defective product than it is for any of us who go and buy the car to check it out and make sure. And so that was a common law.

Sarah Florer (31:45.742)
Hmm.

Exactly.

Sarah Florer (32:03.064)
Hmm.

Dan Bitting (32:07.886)
evolved doctrine. it's not perfect, but I will say we can do a lot of things in United States in terms of we structure things, in terms how we state plan, in terms of how we just deal in business relationships that perhaps you don't have those freedoms in other countries. You would know better than I about that, Sarah, but that's my sense.

Sarah Florer (32:09.357)
Hmm.

Sarah Florer (32:29.228)
Yeah, I think that's generally true. I think probably the United Kingdom, any place you have common law, Australia is an example, Canada for example, but I just think the volume and the size, the money that's involved in the American economy makes a lot of this stuff happen that then can be very informative and useful in the rest of the world. So on the other hand, I do think people spend more time being afraid of getting sued.

here. People, individuals and businesses. that's another, you know, there's a downside to everything.

Dan Bitting (33:03.802)
There was a com-

There was a commercial in the 70s or 80s, I think it was a Clayton Williams company that said like, if you don't have an oil well, get one, you'll love working with us. And so I would say if you don't have a lawsuit, get one, you'll love working with

Sarah Florer (33:19.679)
Hahaha!

Dan Bitting (33:21.347)
It's, it's, look, look, nobody likes litigation. It, like I said, it's just a necessary thing that, to be able to deal with sometimes.

Sarah Florer (33:30.805)
if you need it, go ahead. No, no, no, it's okay.

Roland Wiederaenders (33:30.895)
Yeah, I remember... Go ahead, sir. I just remember one time reading that some statistic that the overwhelming majority of people that get into litigation, even if they're successful, wish they never had that experience. It's really... It can be very unpleasant.

Dan Bitting (33:48.354)
It can and I may not be doing myself a good marketing bit but it's expensive, it takes longer than you think it's going to frequently. I have a few examples to the contrary but they're rare and what I think...

people don't appreciate until they're in it is the time and emotional drain it can have on you. Because you're spending a lot of time talking to someone like me as opposed to going out and doing the business you want to be doing. And it can weigh on you. And so that's why, you most, I don't know the stat, 95 % of lawsuits probably settle without a trial. I mean, some of them get resolved by the court. Some of them go to the jury, but most things settle. And certainly on the business side, I think.

most business people once you get in to a situation where a lawsuit is kind of a zero sum game, right? There's going to be a winner, there's going be a loser, and most business people can craft a better resolution than that by themselves. It's a question of...

Sarah Florer (34:48.632)
Hmm.

Dan Bitting (34:50.65)
how far through the process you need to go or sometimes I say how many punches you need to throw before you can get people to the negotiating table and work something out. And sometimes you can't and you go try the case and you get a jury and or judge to answer the question.

Sarah Florer (35:00.184)
Hmm.

Sarah Florer (35:10.67)
Exactly.

Roland Wiederaenders (35:12.749)
That's something that really, I think, informs our viewers that what Dan just said about knowing what can and can't be done and having experience about effective dispute resolution both in and out of the courtroom, but then definitely having that experience in the courtroom, really knowing how to resolve things in the most effective way. And you can only really learn that from experience. And that's why.

of someone of Dan's caliber and experiences is just so valuable. Can't emphasize that enough.

Sarah Florer (35:46.9)
Exactly. Yeah, exactly.

Dan Bitting (35:48.934)
Well, I appreciate that Roland, but I'll point out that much like yoga, law is a practice. So we're all learning and getting better every day. One of my favorite sayings that I'll often tell clients, know, that good judgment comes from experience and a lot of that comes from bad judgment. but I appreciate the kind words and I'm excited to get to work with you guys.

Sarah Florer (35:54.373)
Hahaha.

Dan Bitting (36:14.904)
And hopefully not your clients who wind up in litigation, if they do, I'm here to help.

Sarah Florer (36:15.107)
Like I said.

Sarah Florer (36:21.012)
Great. Thanks, Dan. What do think, Roland?

Roland Wiederaenders (36:24.441)
Well, yeah, just anything else. So we always like to give our guests a final opportunity to make a point or bring out anything that we haven't brought out. Or if there's nothing, then we can kind of wind things up. We've been going for 36 minutes. So I think that's a good link.

Dan Bitting (36:43.514)
That's probably good. could tell war stories all day, but we can we can split this up into other things. I do. I do think a piano version of this might be fun. I mean, right, we can do it and then then throw it in the trash can if it doesn't work.

Sarah Florer (36:48.854)
Let's save those.

Roland Wiederaenders (36:48.931)
Yeah, we'll do it again. Yeah.

Sarah Florer (36:56.352)
Okay, let's try it.

Roland Wiederaenders (36:57.07)
Yeah.

Sarah Florer (37:01.294)
You never know until you try.

Roland Wiederaenders (37:02.285)
Yeah, we'll see if Mark can come over to your house sometime and we could film you at the piano there. You've got such a beautiful place and that would be a great backdrop for you serenading us. And I've got to describe your song. Dan wrote the song for us. The name of it is Startups and it's to the tune of YMCA. I guess I could sing a little bit of it. Startups. know what? But then, then.

Sarah Florer (37:07.362)
laughs

Sarah Florer (37:13.358)
Yeah.

Sarah Florer (37:24.696)
Ha ha ha ha ha.

Sarah Florer (37:28.897)
Ha ha ha.

Dan Bitting (37:29.414)
You're just looking to grow startups But it's moving so slow, startups You know it's all who you know

Roland Wiederaenders (37:33.615)
replacing.

Sarah Florer (37:37.176)
So for everyone out there, see, we attorneys can be fun.

Roland Wiederaenders (37:41.273)
That's right. then to make a plug for the firm, YMCA is replaced with FBFK, the initials of our, the founders of our firm. So it's very creative.

Sarah Florer (37:49.62)
Yeah.

Dan Bitting (37:49.712)
That's right. some of the other folks at the firm have heard of this song, so you may see it performed at some future firm event.

Sarah Florer (37:58.892)
Yes, indeed. We have to rehearse. All right. So, Roland, you want to call it?

Roland Wiederaenders (38:00.675)
Looking forward to that.

Roland Wiederaenders (38:07.287)
Yeah, no, I think that's it, sir. We should wrap things up for today.

Sarah Florer (38:12.504)
Thanks so much for being here with us, Dan. Thanks everyone for joining us today on this episode of Alton Vesting Made Easy. If you like this episode, please like and subscribe to our channel.

Dan Bitting (38:15.022)
happy to. It fun.

Roland Wiederaenders (38:25.785)
And remember everyone, take aim with your alternative investing strategies.

Sarah Florer (38:31.406)
See you next time.