August 20, 2024 • 38 mins
Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of "Show Me the Way," Dave and guest Kirk May, a distinguished first chair trial attorney, delve deep into the world of business disputes. Kirk shares stories from his extensive legal career, offers invaluable lessons on both large and small business litigation, and provides insightful advice for business owners.
Ep. 52 — Business Dispute Resolutions from Top Trial Attorney Kirk MayKirk shares his journey, starting from his early life in Springfield, Missouri, to his education at Duke University and the University of Tulsa College of Law. He highlights his 43-year career in litigation, primarily in commercial law, across various states. Kirk humorously acknowledges his lack of experience in traditional divorces but asserts his expertise in business divorces.
Lessons from a Business Dispute AttorneyKirk delves into his first significant business dispute case, offering lessons learned from the experience. He emphasizes the importance of understanding the business you're acquiring and the perils of entering unfamiliar territory. He cautions against expecting too much from a deal, advising instead to aim for reasonable, sustainable returns.
The Importance of Skepticism in Business TransactionsKirk suggests bringing a healthy dose of skepticism to any transaction. He illustrates this with a personal anecdote about learning accounting on the job and applying a critical eye to every deal. This skepticism, he argues, helps in fairly evaluating transactions and avoiding pitfalls.
The Role of LitigatorsKirk advises business owners to have a litigator review agreements, as litigators often foresee potential issues that transactional lawyers might miss. This foresight can prevent future disputes and ensure smoother transactions.
Arbitration vs. TrialA common question Kirk addresses is whether to include arbitration clauses in agreements. He explains the pros and cons, noting that arbitration is not always cheaper or faster and can sometimes be just as complex and costly as traditional litigation. The decision, he says, depends on the specific circumstances of each case.
When to Hire a LawyerKirk advises business owners to consult with a lawyer to determine whether they need legal representation. He stresses the importance of seeking legal advice to avoid costly mistakes and ensure that agreements are structured to protect their interests.
Advice for Business OwnersIn closing, Kirk offers three pieces of advice for business owners considering selling their business:
- Fair Pricing: Ensure you get a good, fair price and avoid holding out for an unrealistic "home run" deal.
- Practical Skepticism: Be cautious and evaluate transactions with a critical eye, considering all potential risks.
- Consult Specialists: Bring in litigators or other specialists to review agreements and foresee potential issues.
Dave wraps up the episode thanking Kirk for sharing his wisdom and insights. He encourages listeners to reach out to Kirk for their legal needs and emphasizes the value of the lessons learned from this engaging conversation.
For those interested in contacting Kirk May, his office number is: 816-460-3303. He can also be reached via email at kirkm@gmlawpc.com
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course
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Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
Dave (00:00):
Show me the way episode 52 actually subtext is this is number 23
because that was his football numberthe doctor of business divorces.
Okay, ladies and gentlemen, I've said thisbefore, but I really mean it this time.
You're going to love this podcast.
I giggled the whole way through.
I'm on with my buddy, Kirk May, whois a first chair trial attorney,
(00:21):
deals with business disputes.
He goes through his history, a littlebit about himself, and some of the
cases that he's worked on, and hecomes away with some great lessons.
Please hang in there.
I'll see you next time.
I know we're silly.
I know we're having a good time.
It's going to be worth your while.
Little entertainment anda lot of good lessons.
Stay tuned.
(00:41):
Welcome
to Show Me The Way, a podcastpresented by Spencer Fain, LLP, about
business succession planning, themerger and acquisition experience.
(01:02):
And successful exits.
I am your host, Dave Sider.
Again, joining me today is Kirk May,one of the premier trial attorneys in
Kansas City as well in this region.
He's a lifelong litigation partner who'sdealt with deals that have gone bad.
I call him the doctor of businessdivorces because he's so much more than
(01:22):
just being a first chair trial attorney,as you'll see from our conversation.
Kirk, welcome aboard.
Thank you for having me.
Kirk May (01:32):
So that's all I have is that's all I have to say good about it
right there is thank you for having me.
I told you ladies and gentlemen, we'llbarely be able to get out of the shoot.
We're going to have fun.
I saw that pause like I was supposedto compliment you or the show.
Wasn wanted to make it clear.
Dave (01:50):
Oh, this, I, I'm telling you guys, it's going to be fun.
So I want all my guests to kinda line upand tell our listeners what it's all about
as far as who they are as individuals.
Let's start at the beginning.
Where were you born, sir?
Kirk May (02:03):
I was born in, uh, hospital St.
John's Hospital in Springfield, Missouri.
And my parents at the timelived in Stockton, Missouri.
And I lived in Stockton, then Webbcity briefly as a youngster, my dad was
the high school football coach at Webbcity, Missouri for three or four years.
I lived in Decatur, Illinois for a year.
(02:24):
I lived in St.
Louis for a year.
Then I moved back to Springfieldwhen I was eight or nine and I
grew up and, and to the extent theydo any education in Springfield,
Missouri, that's where I had mine.
That's I was in North Carolinafor college, graduated from
Duke University in 1977.
I went to law school at theUniversity of Tulsa in Oklahoma.
(02:47):
Got out of there in 1980.
I worked for a judge on the 8thCircuit Court of Appeals for a year.
Great experience.
Learned a lot, learned a lot.
What not to do.
So a lot of bad lawyers that's continuedover the last 43 years, a lot of bad ones.
Hell half of them are probablylistening to this show, right?
So, and yeah, so 43 years ago, I went,came to Kansas city, practice law.
(03:10):
I started with a firm then knownas Stinson, Mag and Fizell.
I did litigation.
I've done trial work ever since43 years now, and every kind
of case, primarily commercial.
Litigation don't do any divorcesin the true sense of divorce.
But I think to say I have done a numberof business divorces is certainly fair.
(03:34):
I don't do that many businessmarriages, but I do a lot of business
divorces and done basically everykind of litigation you can imagine.
And courts throughout Missouri,Kansas, New York, Texas,
Minnesota, all over, quite frankly.
And still doing it, do thesame thing, learn something
(03:57):
new, not every day, frequently.
And the really good news is, with my69th birthday on the horizon in a week, I
still remember all, most of those things,
Dave (04:09):
and we're going to tap into that memory.
Kirk May (04:13):
That's what we're going to do.
And I should, I should add, I havea wonderful family, wonderful wife.
I've got, they told me,be sure and say all this.
So if it doesn't sound genuine, it mightbe because it's not, but no, I've got a
great family and a wonderful grandkidsand three kids and great, great spouses.
And.
I'm a lucky man.
(04:33):
And for the penalty for all that is Ihad to agree to be on this podcast today.
Dave (04:38):
Oh, God love you.
Yeah, let's go back alittle bit in memory.
What's the first significant businessdispute that you're involved in?
Can you go back that far?
I can, I
Kirk May (04:51):
can.
So I represented a client whohad acquired a bank and the
client was a corporate client.
Of a, well, every lawyer was seniorto me at the time at Stinson, Mike
Fizzell, and for reasons beyondme, he decided that he wanted me to
handle this litigation for his client.
(05:14):
I don't know, who knows,I'm not sure I know why.
I did ask him years later, I thinkhe just made this up, I, I asked
him, I said, Dick, why in the worlddid you, always been curious, why,
why, why'd you want me, because it,it was very accounting intensive.
I was a history major, right?
So I didn't learnanything about accounting.
(05:34):
I learned a lot about accountabilityfrom my sports background, but
accounting I didn't know anything about.
And I always told him, he taughtit to me, and I learned it
during the course of the lawsuit.
So that was the first, I'm going to callit business divorce, that I dealt with.
There was a dispute between the, myclient, the entity that acquired a bank.
(05:56):
And then the bank and its directors,
Dave (05:58):
what were the lessons?
What were the lessons you learned fromthat that you can bring to the table?
Kirk May (06:03):
Don't buy a bank.
I was there.
You go first one.
I learned, I guess I would say the obviousones first know the business that you're
buying, be careful about getting in abusiness you're, you're not familiar
with or someone in your organization.
Is familiar with,
Dave (06:22):
you mean it's kind of like the, the doctor that buys
the restaurant, same kind of
Kirk May (06:26):
thing.
It's a little bit like that.
Or the lawyer who thinks they're,they're going to buy a shopping center
and be a real estate developer, whichlawyers can do, but it's hard to.
Practice law and do that at the same time.
Right.
And of course, as lawyers, weall know everything already.
So that gives us an advantage overeveryone else who gets in business.
(06:47):
But I learned, I really, it wasimportant to, to know the business.
And to bring a bit of skepticism to thetransaction I've found, and I learned
then I think is healthy, I'm probablymoving forward, but this transaction
made me realize and others that ifyou're always trying to get a steal
(07:09):
and get a, you know, a 20 X home run,I think you're better off looking
for transactions where you can find.
Uh, five X and maybe, maybe it turnsinto 10, but the ones you chase is,
and I was reminded, my dad alwaystold me if it looks too good to
be true, it's probably not true.
And there's a lot of that.
(07:29):
I've seen a lot of that.
And if they'd had a little bit ofcynicism, just a little more skeptical,
you know, so and so's a great guyand businesses and that, which is.
Good.
That's good.
If you have a good relationship with theperson or entity you're acquiring, but
I describe it, which is why I'm just alawyer and instead of a successful, well,
(07:52):
that's one of the reasons successfulbusiness is when you want consider
your transaction, I would advise.
Ask yourself to list all thereasons why you wouldn't do
it and how this can go bad.
And that'll kind of open your eyesto fairly evaluating the transaction.
And finally, Just to get a plugin for all litigators out there.
(08:15):
I think it's helpful Whenever youragreement is essentially finalized
have someone who's litigated in thisspace Take a look at because they're
gonna have a perspective that mostCorporate lawyers transaction lawyers
are calling aren't gonna bring to it.
They will have seen how this can workHow things can go bad, things you might
(08:39):
anticipate that you otherwise missed.
And there may be nothing, but I think ifI was going to do a merger or acquisition
transaction, I would certainly do that.
Dave (08:50):
That's so brilliant.
I, I, I bring in a lot ofdifferent specialists because.
In about a 10th of the time,because they do it every day.
They can look at something, right?
Give client a good direction.
It does frustrate clients becausewhy do we need some of the attorneys?
And I said, well, thisis kind of like football.
This guy is a third down covercorner in a situation where we're
20 yards into the Enzo, but I gotto pick up five yards for the first
(09:14):
down and they go, Oh, the chiefs.
Yeah, that's it.
Same kind of deal, justa little bit different.
But that's brilliant.
I mean, it, it, it really is.
It reminds me of the old saying,too, you can't make a silk purse
out of a sow's ear, which is auniquely Midwestern phenomenon.
Yeah.
Kirk May (09:29):
No matter how good a deal you might think it is, it can be a bad deal.
Dave (09:34):
Yeah.
And to your point, I've seen people say,I can resurrect something that's a dog.
I make and take him to the Westminster dogshow and it's like, you know, again, it's
easy for us, but all you're saying is havesome skepticism, drill down, look at it.
They're a nice guy.
Okay.
And there's some analogywith historical people.
(09:55):
I'm told that Napoleon was a nice guyearlier on when he was in Corsica.
Right.
I'm just saying, I
Kirk May (09:59):
don't know.
Well, I thought you were anice guy when I first met you.
Dave (10:03):
Well, we, we know better at this point.
That's my
Kirk May (10:05):
point.
Exactly.
That's my point.
Dave (10:06):
And what, but that's why they listened into the podcast.
See, that's, that's myunique ability right there.
I take it to a whole nother level.
So, let's talk about the biggest pieceof litigation where there was a dispute.
I'm talking about big, big numbers.
Can you think of what that one looks like?
And I'm going to ask youto compare and contrast.
Is there really a differencebetween a small business dispute
(10:29):
and a large business dispute?
I'll tell you why.
Because people go, well,it's a small acquisition.
I'm sorry.
It's all about the same thing.
The decimal point moves, butit's all about the same thing.
Yeah,
Kirk May (10:40):
it's, it's the same.
I mean, it's not uncommon tohave the same issues arise.
Now, obviously your, your assessmentof the transaction is well, the
assessment methodology is probablythe same or substantially similar,
but if your financial risk is definedas X on one transaction and X plus
(11:05):
3000 on the other transaction.
You're probably going to be alittle more circumspect on the X
plus 3, 000 transaction becauseyour risk is so much greater.
But as far as the nature of the issuesthat you're likely to confront, I've
seen complex transactions that I'vetried to deal with in litigation
that, that it was a 100, 000 deal.
(11:28):
And the client said, well,it was only 100, 000.
I said, well, that's,that's, that's a fair point.
I'm not sure they justified makinga stupid decision, but Okay.
, Dave: it's,
it's fair.
Yeah.
Yeah, it's fair and it makes sense.
You don't wanna pay me 800,000 to get amillion or a hundred thousand for you,
but other than that, the issues are.
(11:48):
In my experience had been overlap orconsistent or the similar ones arise.
And, and it's not uncommon to, to thestructure is better than I do day.
The structure of a small acquisition,assume you're creating an acquiring
entity, it ain't going to bethat much different than, than if
you're, it's a larger transaction.
(12:11):
And you're, you're, there's more moneyat risk, but, and it, but the interesting
part, it kind of comes down when you'reevaluating the piece of litigation
or settlement, even, uh, rising outof a, I call it business divorce.
You, you have that same variableyou're playing with, right?
That you're trying to balanceagainst all the other things.
What are you, what's it going to cost you?
(12:32):
That's the typical oneto try to get my money.
You can, you're going to spendmore generally if you can get more.
So, like I said, I don'tsee a big difference.
Well, there's a difference for sure.
What I try to do at the litigation stage,quite honestly, is treat them essentially
the same with, with a sensitivity to theresources that need to be brought to bear.
(12:59):
And the efficiency that youcan impose on each of the two
transactions in our example.
It's not always easy to do, and Isay that because I think it helps,
particularly young lawyers to tryto treat each transaction, each
piece of litigation like that.
You need analytically, I think, toapproach them essentially the same.
(13:23):
And there's a certain,you can't take shortcuts.
That is, that's, you'regonna get in trouble.
I actually.
My wife told me don't usetoo many old person stories.
So, but I find myself even more now, ifI ever, here's something I definitely
am going to do is if I ever questionedwhether I need to do it or not.
(13:44):
Then I'm doing for sure.
Okay.
Yeah, for sure.
That's a
Dave (13:48):
good one.
That's a
Kirk May (13:49):
good one.
That is a good one.
If I ever think I do, I reallyneeded that one up to doing.
Yeah.
So anyway, that, that, yeah, I,I think it answers your question.
If not, why ask me the question?
It was probably a bad one.
Dave (14:03):
See, there's another gem there.
Ladies and gentlemen,did you get that one?
I love it.
If you think you should be doing it, youbetter do it by God at the end of the day.
Yes.
So tell us.
Give me a fun story.
Give me, give me, what was the most fun?
I am a lawyer
Kirk May (14:18):
day.
We don't have any fun.
You know, I've had so many fun timesas a lawyer and primarily interacting
with clients and judges and jurorsand, and the work itself is, is.
Interesting always has beenstill is I love the competition.
(14:43):
My favorite part of itprobably is the chess board.
I'll call it funny.
Gosh.
So I had a, uh, had a client who wasa wealthy Lebanese native businessman.
And he, he was headquartered in London,lived in Knightsbridge, which for all your
(15:06):
unsophisticates out there is an exclusive.
area of London.
I didn't know that.
I just, I learned thatbecause he lived there.
Right.
Dave (15:14):
Well, people from, people from Springfield.
We didn't know
Kirk May (15:17):
that.
We didn't have nice people.
Now, we had, we had, we had, what'sthe French word down that we had,
we had Versailles in the French.
Okay.
Dave (15:26):
No, no, no.
You have to explain that now.
You can't go there without explaining.
Well, there's a,
Kirk May (15:32):
on the way to the lake, Table Rock Lake, there's a little town
called Versailles, V E R S A I L L E S.
And down there, they call it Versailles.
Not Versailles.
So don't confuse the two, butanyway, I knew Knightsbridge.
And so my wonderful Lebanese guy,he, he has a business in Nigeria and
(15:54):
his business is, he has a batterymanufacturing plant, which this is back.
Mid to late nineties at thetime, it may still be this way.
The grid system, the electricalgrid system in, in Nigeria
was very rudimentary.
So a lot of people use batteriesfor all kinds of things, right?
Radios, hairdryers, whatever.
(16:15):
So he was a very wealthy man.
And in the fifties and sixties had beenan international playboy, literally.
So he had tons of stories.
He'd tell us about it,but he was complaining.
We're getting ready totry the lawsuit in St.
Louis.
Because, well, this is fact not soit ever ready battery company was
the defendant and they're owned byRalston Purin at the time in St.
(16:38):
Louis.
So we assume in St.
Louis for trademark infringement andthey were smuggling every batteries
into Nigeria to undercut his market
Dave (16:48):
was
Kirk May (16:48):
basically the case and they were smuggling them through Benin,
which from Springfield, they teachus all these things about all the
countries on the African continent.
They want to make surewe know all of them.
Case one of the submarines up there.
And they smuggled batteries through there.
So he's relaying to me as I'mpreparing questions, he's, I said,
well, they're going to ask youabout, they're going to make point
(17:08):
how rich you are, blah, blah, blah.
And I said, they're going to ask you aboutthis property you have in Rio de Janeiro.
And he owned about 300 feetof beachfront property in Rio.
And I said, they're going to, andhe said, well, well, let's just
explain to everybody on the jury.
It's undeveloped.
Okay.
(17:29):
I said, I said, Victor, I'm not surethey're going to be that sympathetic.
I said, I said, let's not try to sell him.
Just own it.
Yeah.
I'm rich and I have 300 property.
Yep.
Well, he finally did, but he gets upthere and so on cross examination.
They're, they're asking him, pointingout how rich he is and everything.
(17:52):
And they were, the lawyer, frankly, onthe other side, didn't do a very good job.
And he's going through,there's a currency.
I can't remember what it isnow in Nigeria, whatever it is.
And he was going throughthe whole exchange rate.
He, the opposing lawyer,examining my client and my
client says, I don't understand.
He didn't say it like that.
He has a Lebanese accent, but I'mnot going to do my Lebanese accent.
(18:13):
Not on this podcast.
Thank you.
Okay.
Thank you.
I save that for the top shelf stuff.
So, he says, five whateveris equal to whatever and my
client goes, I didn't know.
I didn't know.
And he keeps going through itand he says, well that change.
I was trying to coins in my client.
I'll never forget it.
He goes, I don't know when I go tobed at night, I throw that away.
(18:36):
And he says, he was trash.
Dave (18:39):
Yeah,
Kirk May (18:43):
the jury's not, but I tell you, he was a pretty good witness
and they were, they were keen mind.
And so I use that, tried it.
And as an example of theinteresting client was humorous.
And the, the event itself was humorous.
Now, so you have to be a lawyer, Dave,you have to be in the courtroom to
think these are the least bit funny.
These are funny.
Yeah.
I had a young associate once workingfor me and we have a trial down in
(19:07):
Joplin, Missouri, and we go down there,whatever the, uh, Saturday before we
start trauma again, and so I get acall from early in the morning and
the associate had forgotten his shoes.
Guys, what?
Yes.
Okay.
So we have the shoes towear in the, in the court.
Oh, I could see what you're going to do.
I can see what you're going to do.
(19:28):
Go ahead.
No, it's better than that.
First of all, I pointed out howstupid and unprepared he was.
I had to do that.
And I said, well, he goes, I'll look,the shoe stores don't open until blah,
blah, Monday morning or whatever.
This was Sunday morning.
And so I, I thought, okay, well,here's what we're going to do is in
(19:49):
my trunk, I had a pair of golf shoes.
Now this is long enough ago.
They had the steel spikes in them.
Yes, sir.
So I said, and they look back then,they were like a Bostonian kind of look.
Yeah.
And so I said, I said, here'swhat you're going to do.
You can wear these golf shoes.
Okay.
You're going to walk in there and you'regoing to sit down and you're not walking
(20:11):
up any or standing or walking anywhere.
While the judge or the jury is inthe courtroom because it was click,
click, click, click, click, click.
Dave (20:18):
Yeah,
Kirk May (20:18):
it was a hard tile floor in the courthouse down in Joplin and I tell
you I never laughed so hard my entirelife When he would walk in and out of
that courtroom and he hit the pitterpatter You can't say I'm using my hands.
You have to pitter patter to getin and out real quick, right?
Right, and then a few times I mean the manhad to go to the bathroom and I said fast
(20:39):
his name was Chris Parker I called it, Isaid, fast had nothing to do with Chris.
I just fast.
So I said, you can't move.
You cannot move as longas the jury's in here.
So we got a good laugh out of that.
You know, my partner, Billybail, he was trying with us too.
And we, I mean, we.
We yucked it up, but the end of the story,he did go get some shoes that evening.
(21:02):
So we had him.
Dave (21:03):
I thought you were going to say, I made him go in there in
socks, bare feet and say, yeah,this has taken a toll on us.
Ladies and gentlemen of the jury.
We, we have spent so much time and money.
I mean, we can't even afford shoes.
Yeah.
We are desperate.
Kirk May (21:18):
Well, we could afford one pair and we had to use 'em to
play golf in and go to court in
Dave (21:24):
Well, I was gonna say we could afford one pair.
And I decided since I'm thepartner, I get to wear the shoes.
No, no.
He, he doesn't, he had to wear,
Kirk May (21:31):
he, he only had one pair and then he chose the golf shoes.
is basically, basically what happened.
Oh.
But anyway, it's just when I get withclients and laugh, and laugh and laugh.
Dave (21:42):
Yeah, so help me here because people ask this, okay, arbitration
versus trial, arbitration versus trial.
So it helped these people because a lot ofthe agreements, you go, well, Dave, should
I do, should I put a dispute resolution?
It's trial.
Or arbitrators.
What do you, what do you think?
Kirk May (22:00):
Well, this is, I hate this answer, but I'll give it, it, it depends.
And there are a numberof factors to look at.
And again, I would caution not toassume despite advertisements to the
contrary by the groups like the AmericanArbitroses Arbitration Association
lawyers who are acting as arbitrators.
(22:22):
Arbitration is not always Any,any better and maybe a little
more predictable, maybe so.
And it depends which side you're on too.
And the resources that your quoteteam has right now, if you're talking
about a transaction, we're going toagree in, in, in advanced arbitrate.
(22:45):
Let's assume it's a, it's a preexistingagreement to arbitrate disputes.
I really think it's a coin toss, and Ialways try to, if I'm involved at that
point, which this is one of the points.
I made earlier about havinga litigator involved.
You need to ask yourself what arethe potential kinds of disputes that
(23:07):
that could or could arise and youneed a litigator to kind of at least
understand some of the background ofthe transaction some of the players
and be able to evaluate well here's thekind of issues that could arise here's
what could happen Are there 15 actors?
Are there two?
What's the complexityof the likely issues?
(23:29):
And that's not always the end, thecomplexity, because look, I've had
cases before where the intellect orlack of intellect was a factor and
I concluded the lack of intellectwas probably better for my client.
And I'm going to generalize, andI don't mean to demean at all the
collective wisdom of a 12 person jury.
(23:51):
I've made a living in frontof those people, and they
usually get the right answer.
Not always.
But those kind of things I wouldevaluate, obviously, if you want a jury,
you're, you don't want to arbitrate.
And that's, I say in part, canbe driven by the type of issues
you anticipate might arise.
Generally, in arbitration, althoughthis doesn't always happen, they
(24:15):
should impose relatively strictlimits on the discovery process.
That's not always the case, right?
I've had it before.
Um, I mean, I'm telling it onmy God, people were on our 15th
deposition, it's an arbitration.
The rules claim you're supposed tobe fishing and, and the arbitrary
(24:35):
to keep it limited, but notalways, they don't always do that.
But at that point you're, you're, you'rein, you've agreed in advance, presumably.
So all I can tell youis things to look at.
I don't think there's an answer.
Do you, or don't you?
And, and it's gonna be driven largelyby evaluating those kind of factors.
(24:55):
And keep in mind, in arbitration,it seems it might be less expensive,
but if you have three arbitrators,well you're gonna pay for one and
a half of 'em probably, right?
Right.
So you, you're gonna look, you'regonna chew up, you can chip $2,000
an hour and, and you pay your half.
So you're gonna pay a thousand dollarsan hour while you're paying your lawyer.
(25:16):
Right.
Right.
And if you were representing them, they'dpay you another thousand dollars an hour.
They could hire me andpay me 100 an hour, right?
So back in
Dave (25:27):
1968, but not in 2020, no, no, no.
Kirk May (25:31):
Back in 68, I was mowing grass for 75 cents a yard.
There you go.
Yeah.
Yeah.
I remember it.
Well, if I trim, if Itrimmed, I got a dollar.
Dave (25:41):
So when there, there is a need in most every case to hire a professional.
Right?
How do you go aboutmaking those decisions?
You always have the option tohire professionals to help you.
But there may come a time whereyou're going, is it really, is
the money worth the retention?
Is the juice worth the squeeze?
(26:03):
Sure.
Or is it the squeeze worse than
Kirk May (26:04):
the juice?
Somebody's squeezing andsomebody's getting juiced.
I'm not sure what.
There you go.
Something like that.
So I always tell people when they ask thatyou ought to talk to a lawyer or lawyers
to decide if you need a lawyer or lawyers.
Interesting.
And I would start there.
And I've been in that situation.
(26:25):
I've been in this in the last week.
Not even, I mean, call it thebeauty contest if you want, that's
really which lawyer you wantmore than do you want a lawyer.
So I'm, I'm not talkingthe beauty contest.
I'm talking, should I hire a lawyer?
It's a fair question.
A lot of people just don't have thatmany occasions to be, to need a lawyer
(26:48):
or even think they might need a lawyer.
But I, I, I would suggest thatthey, they talk to a lawyer,
lawyers to see, do I need one?
And I asked the lawyer, I tell him.
Here, here's why you need one or here'swhy you don't, I'll tell them or, or
if you want one, it's probably goingto cost this much and take this much
time to do this and then do this.
(27:10):
And then next we'regoing to have to do this.
And in 18 months, we might be here.
Now, if you don't want to gothrough that, then you may not
need to hire a lawyer, right?
If you just want to, if you triedto call up the guy and say, Hey,
can you, can I just pay you?
600 grand instead of 793.
(27:30):
Can we do that?
Dave (27:31):
Yep.
Kirk May (27:32):
No, my, my answer is talk to a lawyer to figure out what help you and
advise you on whether you need a lawyer.
And look, we all, everybodywants the business.
We all want to do the work, but I alwaysfairly remove myself from that role or
(27:55):
that mindset and try to help these people.
To tell them you need one.
And I'll even tell them, well,I'm not the lawyer you need.
You need this lawyer, right?
Or if you want to do it like thishere, get this lawyer kind of thing.
Cause a lot of questions, a lotof time I get more of them day.
(28:17):
There's better that are slightly offthat Mark, which is should I sue him?
Right?
See, the easy answer is, if you'regoing to sue them, you need a lawyer.
Right?
Right.
So, the question I get posed withmore frequently is not, it's not,
doesn't say, do I need a lawyer?
It's, should I sue them?
Right.
And the analyses are a bit different.
(28:40):
Not completely different, but a bit.
Dave (28:43):
Do you find that having played football in college adds
to your ability to be a lawyer?
A, an attorney and B, a first chairtrial attorney, because they're two very
different things if that makes sense.
Kirk May (28:58):
Well, they're different, but like a lot of things, they're very,
they share a lot of similar things,you know, discipline, attention to
detail, hard work, positive attitude.
Right.
Thank you.
Confidence.
Yes.
Confidence in what you're doing.
Being accustomed to being treatedpoorly by your coaches slash judges.
(29:22):
Right.
Right.
Yeah.
Those kinds of things.
Being told no.
Right.
More often than not.
Or being told, being told you lose.
Yeah.
Yeah.
Right.
Yes, sir.
And all those things.
I've said, I've told allkinds of people this before.
I really, I had no, nolawyers in my family.
(29:43):
Didn't know any lawyers, and I meta lawyer who, when I was in Durham,
North Carolina, who had been the, hewas chancellor of the university, and
so he was the team representative,always traveled with the team.
So, ended up, he sat next to me,how, why, I don't know, anyway, he's
a lawyer, and he had been the deanof the law school there, and he said
(30:04):
to me, well, have you thought aboutbeing a lawyer when you graduate?
And I said, no, I said, I'm just, I'm noteven thinking about graduating, right?
I'm worrying about what you'redoing next Saturday, not graduating.
Yeah, and it was, it wasa great blessing I got.
(30:25):
It was made when I started law school.
I, like I said, knew no lawyers,so I guess I'm the Perry Mason guy.
I knew immediately I wanted to dolitigation and I think it provided for
me a competitive outlet that I'd hadmy whole life up to that point in time.
And a way to feed and satisfy that, youknow, I still, I, that's, that's one of
(30:47):
the things I like about the most you winor you lose and, and winning is great and
losing is not great, but if you reallylet it, it can really be a teacher.
Dave (30:57):
Right?
Kirk May (30:58):
Very good.
One of the best lawyers, very good lawyerI practiced with at Stinson Mag for years.
His name will go unsaid really goodlawyer, but his biggest weakness
was he never made a mistake.
Right.
So, of course, as a result, hedidn't learn from any of the ones
that he actually made becausehe didn't see he ever made any.
Dave (31:21):
Yeah.
Right.
Often indicted, but never convicted.
Kirk May (31:24):
Yeah.
You learn that a lot.
Yeah.
Yeah.
If you're a litigator and youlearn that a lot in sports, right?
I mean, right.
And you're accountableas the film doesn't lie.
Back then it was film,now it's video, right?
But it doesn't lie.
No, no, you actually did line up offsides.
Uh, that for the Kansas City
Dave (31:45):
Chiefs fans,
Kirk May (31:46):
because we, we
Dave (31:48):
absolutely, we absolutely can relate to that on more than a few occasions.
So what would be for business owners thatare selling their business, what would be
the top three pieces of advice you wouldgive them from a litigator's viewpoint?
Kirk May (32:03):
Uh, I'll, I'll harken back a bit to what I said earlier, but
get a really good fair price on that.
And don't pass up transactions becauseyou don't think it's your home run.
And now some would tell you, well,I'm never going to hit a home run.
Then not true.
You may get offered home runs and you'regoing to take it when you get offered it.
(32:26):
My point is be verycareful about passing up.
A really good fair deal for whatyou think is going to be a home run.
If you hang on another year and thenyou, and then you hang on another year.
And I've had clients in this situation.
It's their business is either too bad.
I've had bad year.
I can't sell.
(32:46):
Or it's too good.
No, one's going to pay me enough.
Right.
I'm like, well, you're going to sellyour damn business in because it's
always either too bad or too good.
And that's common.
I see that a lot and it's hardwhen you're not in the business,
it's hard to get out of that.
And, and I, I tell them it's classic deal.
I don't, it's no secret.
(33:06):
Look, it's worth whatsomeone will pay you, period.
I know you, I know yougot a great business.
I know you've done a great job growing it.
I get all that, but it'sworth two X, not three X.
And there's a reason everybody'soffering you one and a half to two
Xs because it's not worth three X.
And if you want three X,
Dave (33:25):
fine, you're not going to sell it.
You know where you got that mindset?
I don't know if you know this.
Oh, probably not.
Warren Buffett said that whenhe would try to go out and steal
businesses and Charlie Munger taughthim like, look, pay a reasonable
price or a fair price for a business.
Yep.
Heard that story.
(33:46):
And that it's, it's the same philosophy.
It's spot on.
And I've seen it before.
And I've seen, I've seen people takea deal that Didn't think there'd
be much there and it, it takes off.
And I've seen one where they put alltheir money and enthusiasm in it.
It didn't quite work out.
What else?
I just want to keep going, butwhat else do you want to share?
(34:08):
You might want to get on withyour day, needless to say, but
what other thoughts do you have?
You know, I love
Kirk May (34:14):
being a litigator.
Yes, you do.
And I love trying lawsuits.
I love arguing appeals.
Mm hmm.
And I'm fortunate enough, Istill get to keep doing it.
Yes, sir.
And people still call meto do things for them.
Thank God.
I'm probably, I don'twant to feel not needed.
Right.
My, my insecurities would berevealed if I felt not needed
Dave (34:36):
like all attorneys.
Kirk May (34:38):
Yeah, exactly.
Exactly.
And, and you don't, I tell them all,you don't need me until you need me.
Right.
Typically.
And you'll know when that happens.
Yeah, I was laughing.
I I'm on my homeowner's association board.
Don't ask me, my wifemade me get on there.
God lover, because.
(34:58):
We had a problem with a fountainand the, the, the grassy area
was too, was getting flooded.
And she complained about itevery day for three years.
And I finally said, I'm getting on thatdamn board and I'm getting that fixed.
And then I'm quitting.
Well, I got on, we got a fixand I'm still on the board.
And now you're president.
(35:19):
No, we're talking about an agreement.
The other, neither of it in one ofthe board members said, well, well,
we don't need that provision in there.
And I did, I said, well, we don'tneed it until we need it needed.
Yeah.
Then if we don't have it inthere, we, you're I, I did.
And I was surprised to hearsomebody say that because, you
(35:41):
know, it's Yeah, you got the point.
You don't need it until you need
Dave (35:44):
it.
So, let's get to thispoint that you just raised.
People may need you.
How the heck do they reach you?
Well, I
Kirk May (35:52):
wish I had a labyrinth that they had to go through in some
kind of fancy assistant scheme.
You know, or call my people.
They can call me.
Okay.
That's the number.
You can send me an email.
Well, my office number is 816 460 3303.
(36:12):
Now that's my direct dial.
So that's excellent.
That's big stuff.
Given that out.
Well, they need to get my email too.
Yes, sir.
Please.
So that's K I R K M, that'sMary M at G M L A W P C dot com.
Dave (36:30):
Okay.
And if
Kirk May (36:31):
name of the firm again, GM law, PC is the formal name of it.
That's the one you'll see on the,well, you'll get there German mayor,
either way, you'll get to the website.
Dave (36:42):
And they're at essentially fourth, 14th and Walnut in Kansas city, Missouri.
Uh, 12, 12, 12th and Walnut.
Sorry.
We're not down there in a high risearea where you got to go get home now.
Ladies and gentlemen, thishas been too much fun.
I want you all candidly to click onthe website and say, this was great.
(37:02):
Bring Kirk back.
We got to have more of this stuff.
It's better than those stories thatyou're getting from businessmen.
We're learning a lot.
And seriously, I learned a lot.
I picked up a couple of things.
I am going to be referring peopleto specific podcasts as they're
going through acquisitions.
But I want to share with you, if you'rein search of assistance, go to davidsider.
com and schedule a consultation.
(37:25):
Also make sure to subscribe to theshow, rate it, leave me a comment
on your favorite podcast platformsuch as Spotify or Apple Podcasts
for both myself and for Kirk.
I really appreciate,Kirk, you being on board.
I know that all the listeners aregoing to be fired up about this,
and I thank you for your time.
And I definitely was notproviding any legal advice.
(37:47):
No, I was going to say something.
I've not been providing legal advice forthe last 43 years, just to be consistent.
No, I'm actually
Kirk May (37:57):
not.
I actually wasn't now, but normally,
Dave (38:01):
ladies and gentlemen, until we hear from you next time.
End.
I hope it soon you'll bechecking in with this.
Be safe.
I want
you to know that this podcast isprovided for educational purposes.
It does not constitute legal adviceand it is not intended to establish
(38:24):
an attorney-client relationship.
The recommendations contained in thepodcast are not necessarily appropriate
for every individual or business indetermining the best course of action.
Business owner should consult with anattorney on their distinct circumstances.
Show me the way episode 52 actually subtext is this is number 23
because that was his football numberthe doctor of business divorces.
Okay, ladies and gentlemen, I've said thisbefore, but I really mean it this time.
You're going to love this podcast.
I giggled the whole way through.
I'm on with my buddy, Kirk May, whois a first chair trial attorney,
(00:21):
deals with business disputes.
He goes through his history, a littlebit about himself, and some of the
cases that he's worked on, and hecomes away with some great lessons.
Please hang in there.
I'll see you next time.
I know we're silly.
I know we're having a good time.
It's going to be worth your while.
Little entertainment anda lot of good lessons.
Stay tuned.
(00:41):
Welcome
to Show Me The Way, a podcastpresented by Spencer Fain, LLP, about
business succession planning, themerger and acquisition experience.
(01:02):
And successful exits.
I am your host, Dave Sider.
Again, joining me today is Kirk May,one of the premier trial attorneys in
Kansas City as well in this region.
He's a lifelong litigation partner who'sdealt with deals that have gone bad.
I call him the doctor of businessdivorces because he's so much more than
(01:22):
just being a first chair trial attorney,as you'll see from our conversation.
Kirk, welcome aboard.
Thank you for having me.
Kirk May (01:32):
So that's all I have is that's all I have to say good about it
right there is thank you for having me.
I told you ladies and gentlemen, we'llbarely be able to get out of the shoot.
We're going to have fun.
I saw that pause like I was supposedto compliment you or the show.
Wasn wanted to make it clear.
Dave (01:50):
Oh, this, I, I'm telling you guys, it's going to be fun.
So I want all my guests to kinda line upand tell our listeners what it's all about
as far as who they are as individuals.
Let's start at the beginning.
Where were you born, sir?
Kirk May (02:03):
I was born in, uh, hospital St.
John's Hospital in Springfield, Missouri.
And my parents at the timelived in Stockton, Missouri.
And I lived in Stockton, then Webbcity briefly as a youngster, my dad was
the high school football coach at Webbcity, Missouri for three or four years.
I lived in Decatur, Illinois for a year.
(02:24):
I lived in St.
Louis for a year.
Then I moved back to Springfieldwhen I was eight or nine and I
grew up and, and to the extent theydo any education in Springfield,
Missouri, that's where I had mine.
That's I was in North Carolinafor college, graduated from
Duke University in 1977.
I went to law school at theUniversity of Tulsa in Oklahoma.
(02:47):
Got out of there in 1980.
I worked for a judge on the 8thCircuit Court of Appeals for a year.
Great experience.
Learned a lot, learned a lot.
What not to do.
So a lot of bad lawyers that's continuedover the last 43 years, a lot of bad ones.
Hell half of them are probablylistening to this show, right?
So, and yeah, so 43 years ago, I went,came to Kansas city, practice law.
(03:10):
I started with a firm then knownas Stinson, Mag and Fizell.
I did litigation.
I've done trial work ever since43 years now, and every kind
of case, primarily commercial.
Litigation don't do any divorcesin the true sense of divorce.
But I think to say I have done a numberof business divorces is certainly fair.
(03:34):
I don't do that many businessmarriages, but I do a lot of business
divorces and done basically everykind of litigation you can imagine.
And courts throughout Missouri,Kansas, New York, Texas,
Minnesota, all over, quite frankly.
And still doing it, do thesame thing, learn something
(03:57):
new, not every day, frequently.
And the really good news is, with my69th birthday on the horizon in a week, I
still remember all, most of those things,
Dave (04:09):
and we're going to tap into that memory.
Kirk May (04:13):
That's what we're going to do.
And I should, I should add, I havea wonderful family, wonderful wife.
I've got, they told me,be sure and say all this.
So if it doesn't sound genuine, it mightbe because it's not, but no, I've got a
great family and a wonderful grandkidsand three kids and great, great spouses.
And.
I'm a lucky man.
(04:33):
And for the penalty for all that is Ihad to agree to be on this podcast today.
Dave (04:38):
Oh, God love you.
Yeah, let's go back alittle bit in memory.
What's the first significant businessdispute that you're involved in?
Can you go back that far?
I can, I
Kirk May (04:51):
can.
So I represented a client whohad acquired a bank and the
client was a corporate client.
Of a, well, every lawyer was seniorto me at the time at Stinson, Mike
Fizzell, and for reasons beyondme, he decided that he wanted me to
handle this litigation for his client.
(05:14):
I don't know, who knows,I'm not sure I know why.
I did ask him years later, I thinkhe just made this up, I, I asked
him, I said, Dick, why in the worlddid you, always been curious, why,
why, why'd you want me, because it,it was very accounting intensive.
I was a history major, right?
So I didn't learnanything about accounting.
(05:34):
I learned a lot about accountabilityfrom my sports background, but
accounting I didn't know anything about.
And I always told him, he taughtit to me, and I learned it
during the course of the lawsuit.
So that was the first, I'm going to callit business divorce, that I dealt with.
There was a dispute between the, myclient, the entity that acquired a bank.
(05:56):
And then the bank and its directors,
Dave (05:58):
what were the lessons?
What were the lessons you learned fromthat that you can bring to the table?
Kirk May (06:03):
Don't buy a bank.
I was there.
You go first one.
I learned, I guess I would say the obviousones first know the business that you're
buying, be careful about getting in abusiness you're, you're not familiar
with or someone in your organization.
Is familiar with,
Dave (06:22):
you mean it's kind of like the, the doctor that buys
the restaurant, same kind of
Kirk May (06:26):
thing.
It's a little bit like that.
Or the lawyer who thinks they're,they're going to buy a shopping center
and be a real estate developer, whichlawyers can do, but it's hard to.
Practice law and do that at the same time.
Right.
And of course, as lawyers, weall know everything already.
So that gives us an advantage overeveryone else who gets in business.
(06:47):
But I learned, I really, it wasimportant to, to know the business.
And to bring a bit of skepticism to thetransaction I've found, and I learned
then I think is healthy, I'm probablymoving forward, but this transaction
made me realize and others that ifyou're always trying to get a steal
(07:09):
and get a, you know, a 20 X home run,I think you're better off looking
for transactions where you can find.
Uh, five X and maybe, maybe it turnsinto 10, but the ones you chase is,
and I was reminded, my dad alwaystold me if it looks too good to
be true, it's probably not true.
And there's a lot of that.
(07:29):
I've seen a lot of that.
And if they'd had a little bit ofcynicism, just a little more skeptical,
you know, so and so's a great guyand businesses and that, which is.
Good.
That's good.
If you have a good relationship with theperson or entity you're acquiring, but
I describe it, which is why I'm just alawyer and instead of a successful, well,
(07:52):
that's one of the reasons successfulbusiness is when you want consider
your transaction, I would advise.
Ask yourself to list all thereasons why you wouldn't do
it and how this can go bad.
And that'll kind of open your eyesto fairly evaluating the transaction.
And finally, Just to get a plugin for all litigators out there.
(08:15):
I think it's helpful Whenever youragreement is essentially finalized
have someone who's litigated in thisspace Take a look at because they're
gonna have a perspective that mostCorporate lawyers transaction lawyers
are calling aren't gonna bring to it.
They will have seen how this can workHow things can go bad, things you might
(08:39):
anticipate that you otherwise missed.
And there may be nothing, but I think ifI was going to do a merger or acquisition
transaction, I would certainly do that.
Dave (08:50):
That's so brilliant.
I, I, I bring in a lot ofdifferent specialists because.
In about a 10th of the time,because they do it every day.
They can look at something, right?
Give client a good direction.
It does frustrate clients becausewhy do we need some of the attorneys?
And I said, well, thisis kind of like football.
This guy is a third down covercorner in a situation where we're
20 yards into the Enzo, but I gotto pick up five yards for the first
(09:14):
down and they go, Oh, the chiefs.
Yeah, that's it.
Same kind of deal, justa little bit different.
But that's brilliant.
I mean, it, it, it really is.
It reminds me of the old saying,too, you can't make a silk purse
out of a sow's ear, which is auniquely Midwestern phenomenon.
Yeah.
Kirk May (09:29):
No matter how good a deal you might think it is, it can be a bad deal.
Dave (09:34):
Yeah.
And to your point, I've seen people say,I can resurrect something that's a dog.
I make and take him to the Westminster dogshow and it's like, you know, again, it's
easy for us, but all you're saying is havesome skepticism, drill down, look at it.
They're a nice guy.
Okay.
And there's some analogywith historical people.
(09:55):
I'm told that Napoleon was a nice guyearlier on when he was in Corsica.
Right.
I'm just saying, I
Kirk May (09:59):
don't know.
Well, I thought you were anice guy when I first met you.
Dave (10:03):
Well, we, we know better at this point.
That's my
Kirk May (10:05):
point.
Exactly.
That's my point.
Dave (10:06):
And what, but that's why they listened into the podcast.
See, that's, that's myunique ability right there.
I take it to a whole nother level.
So, let's talk about the biggest pieceof litigation where there was a dispute.
I'm talking about big, big numbers.
Can you think of what that one looks like?
And I'm going to ask youto compare and contrast.
Is there really a differencebetween a small business dispute
(10:29):
and a large business dispute?
I'll tell you why.
Because people go, well,it's a small acquisition.
I'm sorry.
It's all about the same thing.
The decimal point moves, butit's all about the same thing.
Yeah,
Kirk May (10:40):
it's, it's the same.
I mean, it's not uncommon tohave the same issues arise.
Now, obviously your, your assessmentof the transaction is well, the
assessment methodology is probablythe same or substantially similar,
but if your financial risk is definedas X on one transaction and X plus
(11:05):
3000 on the other transaction.
You're probably going to be alittle more circumspect on the X
plus 3, 000 transaction becauseyour risk is so much greater.
But as far as the nature of the issuesthat you're likely to confront, I've
seen complex transactions that I'vetried to deal with in litigation
that, that it was a 100, 000 deal.
(11:28):
And the client said, well,it was only 100, 000.
I said, well, that's,that's, that's a fair point.
I'm not sure they justified makinga stupid decision, but Okay.
, Dave: it's,
it's fair.
Yeah.
Yeah, it's fair and it makes sense.
You don't wanna pay me 800,000 to get amillion or a hundred thousand for you,
but other than that, the issues are.
(11:48):
In my experience had been overlap orconsistent or the similar ones arise.
And, and it's not uncommon to, to thestructure is better than I do day.
The structure of a small acquisition,assume you're creating an acquiring
entity, it ain't going to bethat much different than, than if
you're, it's a larger transaction.
(12:11):
And you're, you're, there's more moneyat risk, but, and it, but the interesting
part, it kind of comes down when you'reevaluating the piece of litigation
or settlement, even, uh, rising outof a, I call it business divorce.
You, you have that same variableyou're playing with, right?
That you're trying to balanceagainst all the other things.
What are you, what's it going to cost you?
(12:32):
That's the typical oneto try to get my money.
You can, you're going to spendmore generally if you can get more.
So, like I said, I don'tsee a big difference.
Well, there's a difference for sure.
What I try to do at the litigation stage,quite honestly, is treat them essentially
the same with, with a sensitivity to theresources that need to be brought to bear.
(12:59):
And the efficiency that youcan impose on each of the two
transactions in our example.
It's not always easy to do, and Isay that because I think it helps,
particularly young lawyers to tryto treat each transaction, each
piece of litigation like that.
You need analytically, I think, toapproach them essentially the same.
(13:23):
And there's a certain,you can't take shortcuts.
That is, that's, you'regonna get in trouble.
I actually.
My wife told me don't usetoo many old person stories.
So, but I find myself even more now, ifI ever, here's something I definitely
am going to do is if I ever questionedwhether I need to do it or not.
(13:44):
Then I'm doing for sure.
Okay.
Yeah, for sure.
That's a
Dave (13:48):
good one.
That's a
Kirk May (13:49):
good one.
That is a good one.
If I ever think I do, I reallyneeded that one up to doing.
Yeah.
So anyway, that, that, yeah, I,I think it answers your question.
If not, why ask me the question?
It was probably a bad one.
Dave (14:03):
See, there's another gem there.
Ladies and gentlemen,did you get that one?
I love it.
If you think you should be doing it, youbetter do it by God at the end of the day.
Yes.
So tell us.
Give me a fun story.
Give me, give me, what was the most fun?
I am a lawyer
Kirk May (14:18):
day.
We don't have any fun.
You know, I've had so many fun timesas a lawyer and primarily interacting
with clients and judges and jurorsand, and the work itself is, is.
Interesting always has beenstill is I love the competition.
(14:43):
My favorite part of itprobably is the chess board.
I'll call it funny.
Gosh.
So I had a, uh, had a client who wasa wealthy Lebanese native businessman.
And he, he was headquartered in London,lived in Knightsbridge, which for all your
(15:06):
unsophisticates out there is an exclusive.
area of London.
I didn't know that.
I just, I learned thatbecause he lived there.
Right.
Dave (15:14):
Well, people from, people from Springfield.
We didn't know
Kirk May (15:17):
that.
We didn't have nice people.
Now, we had, we had, we had, what'sthe French word down that we had,
we had Versailles in the French.
Okay.
Dave (15:26):
No, no, no.
You have to explain that now.
You can't go there without explaining.
Well, there's a,
Kirk May (15:32):
on the way to the lake, Table Rock Lake, there's a little town
called Versailles, V E R S A I L L E S.
And down there, they call it Versailles.
Not Versailles.
So don't confuse the two, butanyway, I knew Knightsbridge.
And so my wonderful Lebanese guy,he, he has a business in Nigeria and
(15:54):
his business is, he has a batterymanufacturing plant, which this is back.
Mid to late nineties at thetime, it may still be this way.
The grid system, the electricalgrid system in, in Nigeria
was very rudimentary.
So a lot of people use batteriesfor all kinds of things, right?
Radios, hairdryers, whatever.
(16:15):
So he was a very wealthy man.
And in the fifties and sixties had beenan international playboy, literally.
So he had tons of stories.
He'd tell us about it,but he was complaining.
We're getting ready totry the lawsuit in St.
Louis.
Because, well, this is fact not soit ever ready battery company was
the defendant and they're owned byRalston Purin at the time in St.
(16:38):
Louis.
So we assume in St.
Louis for trademark infringement andthey were smuggling every batteries
into Nigeria to undercut his market
Dave (16:48):
was
Kirk May (16:48):
basically the case and they were smuggling them through Benin,
which from Springfield, they teachus all these things about all the
countries on the African continent.
They want to make surewe know all of them.
Case one of the submarines up there.
And they smuggled batteries through there.
So he's relaying to me as I'mpreparing questions, he's, I said,
well, they're going to ask youabout, they're going to make point
(17:08):
how rich you are, blah, blah, blah.
And I said, they're going to ask you aboutthis property you have in Rio de Janeiro.
And he owned about 300 feetof beachfront property in Rio.
And I said, they're going to, andhe said, well, well, let's just
explain to everybody on the jury.
It's undeveloped.
Okay.
(17:29):
I said, I said, Victor, I'm not surethey're going to be that sympathetic.
I said, I said, let's not try to sell him.
Just own it.
Yeah.
I'm rich and I have 300 property.
Yep.
Well, he finally did, but he gets upthere and so on cross examination.
They're, they're asking him, pointingout how rich he is and everything.
(17:52):
And they were, the lawyer, frankly, onthe other side, didn't do a very good job.
And he's going through,there's a currency.
I can't remember what it isnow in Nigeria, whatever it is.
And he was going throughthe whole exchange rate.
He, the opposing lawyer,examining my client and my
client says, I don't understand.
He didn't say it like that.
He has a Lebanese accent, but I'mnot going to do my Lebanese accent.
(18:13):
Not on this podcast.
Thank you.
Okay.
Thank you.
I save that for the top shelf stuff.
So, he says, five whateveris equal to whatever and my
client goes, I didn't know.
I didn't know.
And he keeps going through itand he says, well that change.
I was trying to coins in my client.
I'll never forget it.
He goes, I don't know when I go tobed at night, I throw that away.
(18:36):
And he says, he was trash.
Dave (18:39):
Yeah,
Kirk May (18:43):
the jury's not, but I tell you, he was a pretty good witness
and they were, they were keen mind.
And so I use that, tried it.
And as an example of theinteresting client was humorous.
And the, the event itself was humorous.
Now, so you have to be a lawyer, Dave,you have to be in the courtroom to
think these are the least bit funny.
These are funny.
Yeah.
I had a young associate once workingfor me and we have a trial down in
(19:07):
Joplin, Missouri, and we go down there,whatever the, uh, Saturday before we
start trauma again, and so I get acall from early in the morning and
the associate had forgotten his shoes.
Guys, what?
Yes.
Okay.
So we have the shoes towear in the, in the court.
Oh, I could see what you're going to do.
I can see what you're going to do.
(19:28):
Go ahead.
No, it's better than that.
First of all, I pointed out howstupid and unprepared he was.
I had to do that.
And I said, well, he goes, I'll look,the shoe stores don't open until blah,
blah, Monday morning or whatever.
This was Sunday morning.
And so I, I thought, okay, well,here's what we're going to do is in
(19:49):
my trunk, I had a pair of golf shoes.
Now this is long enough ago.
They had the steel spikes in them.
Yes, sir.
So I said, and they look back then,they were like a Bostonian kind of look.
Yeah.
And so I said, I said, here'swhat you're going to do.
You can wear these golf shoes.
Okay.
You're going to walk in there and you'regoing to sit down and you're not walking
(20:11):
up any or standing or walking anywhere.
While the judge or the jury is inthe courtroom because it was click,
click, click, click, click, click.
Dave (20:18):
Yeah,
Kirk May (20:18):
it was a hard tile floor in the courthouse down in Joplin and I tell
you I never laughed so hard my entirelife When he would walk in and out of
that courtroom and he hit the pitterpatter You can't say I'm using my hands.
You have to pitter patter to getin and out real quick, right?
Right, and then a few times I mean the manhad to go to the bathroom and I said fast
(20:39):
his name was Chris Parker I called it, Isaid, fast had nothing to do with Chris.
I just fast.
So I said, you can't move.
You cannot move as longas the jury's in here.
So we got a good laugh out of that.
You know, my partner, Billybail, he was trying with us too.
And we, I mean, we.
We yucked it up, but the end of the story,he did go get some shoes that evening.
(21:02):
So we had him.
Dave (21:03):
I thought you were going to say, I made him go in there in
socks, bare feet and say, yeah,this has taken a toll on us.
Ladies and gentlemen of the jury.
We, we have spent so much time and money.
I mean, we can't even afford shoes.
Yeah.
We are desperate.
Kirk May (21:18):
Well, we could afford one pair and we had to use 'em to
play golf in and go to court in
Dave (21:24):
Well, I was gonna say we could afford one pair.
And I decided since I'm thepartner, I get to wear the shoes.
No, no.
He, he doesn't, he had to wear,
Kirk May (21:31):
he, he only had one pair and then he chose the golf shoes.
is basically, basically what happened.
Oh.
But anyway, it's just when I get withclients and laugh, and laugh and laugh.
Dave (21:42):
Yeah, so help me here because people ask this, okay, arbitration
versus trial, arbitration versus trial.
So it helped these people because a lot ofthe agreements, you go, well, Dave, should
I do, should I put a dispute resolution?
It's trial.
Or arbitrators.
What do you, what do you think?
Kirk May (22:00):
Well, this is, I hate this answer, but I'll give it, it, it depends.
And there are a numberof factors to look at.
And again, I would caution not toassume despite advertisements to the
contrary by the groups like the AmericanArbitroses Arbitration Association
lawyers who are acting as arbitrators.
(22:22):
Arbitration is not always Any,any better and maybe a little
more predictable, maybe so.
And it depends which side you're on too.
And the resources that your quoteteam has right now, if you're talking
about a transaction, we're going toagree in, in, in advanced arbitrate.
(22:45):
Let's assume it's a, it's a preexistingagreement to arbitrate disputes.
I really think it's a coin toss, and Ialways try to, if I'm involved at that
point, which this is one of the points.
I made earlier about havinga litigator involved.
You need to ask yourself what arethe potential kinds of disputes that
(23:07):
that could or could arise and youneed a litigator to kind of at least
understand some of the background ofthe transaction some of the players
and be able to evaluate well here's thekind of issues that could arise here's
what could happen Are there 15 actors?
Are there two?
What's the complexityof the likely issues?
(23:29):
And that's not always the end, thecomplexity, because look, I've had
cases before where the intellect orlack of intellect was a factor and
I concluded the lack of intellectwas probably better for my client.
And I'm going to generalize, andI don't mean to demean at all the
collective wisdom of a 12 person jury.
(23:51):
I've made a living in frontof those people, and they
usually get the right answer.
Not always.
But those kind of things I wouldevaluate, obviously, if you want a jury,
you're, you don't want to arbitrate.
And that's, I say in part, canbe driven by the type of issues
you anticipate might arise.
Generally, in arbitration, althoughthis doesn't always happen, they
(24:15):
should impose relatively strictlimits on the discovery process.
That's not always the case, right?
I've had it before.
Um, I mean, I'm telling it onmy God, people were on our 15th
deposition, it's an arbitration.
The rules claim you're supposed tobe fishing and, and the arbitrary
(24:35):
to keep it limited, but notalways, they don't always do that.
But at that point you're, you're, you'rein, you've agreed in advance, presumably.
So all I can tell youis things to look at.
I don't think there's an answer.
Do you, or don't you?
And, and it's gonna be driven largelyby evaluating those kind of factors.
(24:55):
And keep in mind, in arbitration,it seems it might be less expensive,
but if you have three arbitrators,well you're gonna pay for one and
a half of 'em probably, right?
Right.
So you, you're gonna look, you'regonna chew up, you can chip $2,000
an hour and, and you pay your half.
So you're gonna pay a thousand dollarsan hour while you're paying your lawyer.
(25:16):
Right.
Right.
And if you were representing them, they'dpay you another thousand dollars an hour.
They could hire me andpay me 100 an hour, right?
So back in
Dave (25:27):
1968, but not in 2020, no, no, no.
Kirk May (25:31):
Back in 68, I was mowing grass for 75 cents a yard.
There you go.
Yeah.
Yeah.
I remember it.
Well, if I trim, if Itrimmed, I got a dollar.
Dave (25:41):
So when there, there is a need in most every case to hire a professional.
Right?
How do you go aboutmaking those decisions?
You always have the option tohire professionals to help you.
But there may come a time whereyou're going, is it really, is
the money worth the retention?
Is the juice worth the squeeze?
(26:03):
Sure.
Or is it the squeeze worse than
Kirk May (26:04):
the juice?
Somebody's squeezing andsomebody's getting juiced.
I'm not sure what.
There you go.
Something like that.
So I always tell people when they ask thatyou ought to talk to a lawyer or lawyers
to decide if you need a lawyer or lawyers.
Interesting.
And I would start there.
And I've been in that situation.
(26:25):
I've been in this in the last week.
Not even, I mean, call it thebeauty contest if you want, that's
really which lawyer you wantmore than do you want a lawyer.
So I'm, I'm not talkingthe beauty contest.
I'm talking, should I hire a lawyer?
It's a fair question.
A lot of people just don't have thatmany occasions to be, to need a lawyer
(26:48):
or even think they might need a lawyer.
But I, I, I would suggest thatthey, they talk to a lawyer,
lawyers to see, do I need one?
And I asked the lawyer, I tell him.
Here, here's why you need one or here'swhy you don't, I'll tell them or, or
if you want one, it's probably goingto cost this much and take this much
time to do this and then do this.
(27:10):
And then next we'regoing to have to do this.
And in 18 months, we might be here.
Now, if you don't want to gothrough that, then you may not
need to hire a lawyer, right?
If you just want to, if you triedto call up the guy and say, Hey,
can you, can I just pay you?
600 grand instead of 793.
(27:30):
Can we do that?
Dave (27:31):
Yep.
Kirk May (27:32):
No, my, my answer is talk to a lawyer to figure out what help you and
advise you on whether you need a lawyer.
And look, we all, everybodywants the business.
We all want to do the work, but I alwaysfairly remove myself from that role or
(27:55):
that mindset and try to help these people.
To tell them you need one.
And I'll even tell them, well,I'm not the lawyer you need.
You need this lawyer, right?
Or if you want to do it like thishere, get this lawyer kind of thing.
Cause a lot of questions, a lotof time I get more of them day.
(28:17):
There's better that are slightly offthat Mark, which is should I sue him?
Right?
See, the easy answer is, if you'regoing to sue them, you need a lawyer.
Right?
Right.
So, the question I get posed withmore frequently is not, it's not,
doesn't say, do I need a lawyer?
It's, should I sue them?
Right.
And the analyses are a bit different.
(28:40):
Not completely different, but a bit.
Dave (28:43):
Do you find that having played football in college adds
to your ability to be a lawyer?
A, an attorney and B, a first chairtrial attorney, because they're two very
different things if that makes sense.
Kirk May (28:58):
Well, they're different, but like a lot of things, they're very,
they share a lot of similar things,you know, discipline, attention to
detail, hard work, positive attitude.
Right.
Thank you.
Confidence.
Yes.
Confidence in what you're doing.
Being accustomed to being treatedpoorly by your coaches slash judges.
(29:22):
Right.
Right.
Yeah.
Those kinds of things.
Being told no.
Right.
More often than not.
Or being told, being told you lose.
Yeah.
Yeah.
Right.
Yes, sir.
And all those things.
I've said, I've told allkinds of people this before.
I really, I had no, nolawyers in my family.
(29:43):
Didn't know any lawyers, and I meta lawyer who, when I was in Durham,
North Carolina, who had been the, hewas chancellor of the university, and
so he was the team representative,always traveled with the team.
So, ended up, he sat next to me,how, why, I don't know, anyway, he's
a lawyer, and he had been the deanof the law school there, and he said
(30:04):
to me, well, have you thought aboutbeing a lawyer when you graduate?
And I said, no, I said, I'm just, I'm noteven thinking about graduating, right?
I'm worrying about what you'redoing next Saturday, not graduating.
Yeah, and it was, it wasa great blessing I got.
(30:25):
It was made when I started law school.
I, like I said, knew no lawyers,so I guess I'm the Perry Mason guy.
I knew immediately I wanted to dolitigation and I think it provided for
me a competitive outlet that I'd hadmy whole life up to that point in time.
And a way to feed and satisfy that, youknow, I still, I, that's, that's one of
(30:47):
the things I like about the most you winor you lose and, and winning is great and
losing is not great, but if you reallylet it, it can really be a teacher.
Dave (30:57):
Right?
Kirk May (30:58):
Very good.
One of the best lawyers, very good lawyerI practiced with at Stinson Mag for years.
His name will go unsaid really goodlawyer, but his biggest weakness
was he never made a mistake.
Right.
So, of course, as a result, hedidn't learn from any of the ones
that he actually made becausehe didn't see he ever made any.
Dave (31:21):
Yeah.
Right.
Often indicted, but never convicted.
Kirk May (31:24):
Yeah.
You learn that a lot.
Yeah.
Yeah.
If you're a litigator and youlearn that a lot in sports, right?
I mean, right.
And you're accountableas the film doesn't lie.
Back then it was film,now it's video, right?
But it doesn't lie.
No, no, you actually did line up offsides.
Uh, that for the Kansas City
Dave (31:45):
Chiefs fans,
Kirk May (31:46):
because we, we
Dave (31:48):
absolutely, we absolutely can relate to that on more than a few occasions.
So what would be for business owners thatare selling their business, what would be
the top three pieces of advice you wouldgive them from a litigator's viewpoint?
Kirk May (32:03):
Uh, I'll, I'll harken back a bit to what I said earlier, but
get a really good fair price on that.
And don't pass up transactions becauseyou don't think it's your home run.
And now some would tell you, well,I'm never going to hit a home run.
Then not true.
You may get offered home runs and you'regoing to take it when you get offered it.
(32:26):
My point is be verycareful about passing up.
A really good fair deal for whatyou think is going to be a home run.
If you hang on another year and thenyou, and then you hang on another year.
And I've had clients in this situation.
It's their business is either too bad.
I've had bad year.
I can't sell.
(32:46):
Or it's too good.
No, one's going to pay me enough.
Right.
I'm like, well, you're going to sellyour damn business in because it's
always either too bad or too good.
And that's common.
I see that a lot and it's hardwhen you're not in the business,
it's hard to get out of that.
And, and I, I tell them it's classic deal.
I don't, it's no secret.
(33:06):
Look, it's worth whatsomeone will pay you, period.
I know you, I know yougot a great business.
I know you've done a great job growing it.
I get all that, but it'sworth two X, not three X.
And there's a reason everybody'soffering you one and a half to two
Xs because it's not worth three X.
And if you want three X,
Dave (33:25):
fine, you're not going to sell it.
You know where you got that mindset?
I don't know if you know this.
Oh, probably not.
Warren Buffett said that whenhe would try to go out and steal
businesses and Charlie Munger taughthim like, look, pay a reasonable
price or a fair price for a business.
Yep.
Heard that story.
(33:46):
And that it's, it's the same philosophy.
It's spot on.
And I've seen it before.
And I've seen, I've seen people takea deal that Didn't think there'd
be much there and it, it takes off.
And I've seen one where they put alltheir money and enthusiasm in it.
It didn't quite work out.
What else?
I just want to keep going, butwhat else do you want to share?
(34:08):
You might want to get on withyour day, needless to say, but
what other thoughts do you have?
You know, I love
Kirk May (34:14):
being a litigator.
Yes, you do.
And I love trying lawsuits.
I love arguing appeals.
Mm hmm.
And I'm fortunate enough, Istill get to keep doing it.
Yes, sir.
And people still call meto do things for them.
Thank God.
I'm probably, I don'twant to feel not needed.
Right.
My, my insecurities would berevealed if I felt not needed
Dave (34:36):
like all attorneys.
Kirk May (34:38):
Yeah, exactly.
Exactly.
And, and you don't, I tell them all,you don't need me until you need me.
Right.
Typically.
And you'll know when that happens.
Yeah, I was laughing.
I I'm on my homeowner's association board.
Don't ask me, my wifemade me get on there.
God lover, because.
(34:58):
We had a problem with a fountainand the, the, the grassy area
was too, was getting flooded.
And she complained about itevery day for three years.
And I finally said, I'm getting on thatdamn board and I'm getting that fixed.
And then I'm quitting.
Well, I got on, we got a fixand I'm still on the board.
And now you're president.
(35:19):
No, we're talking about an agreement.
The other, neither of it in one ofthe board members said, well, well,
we don't need that provision in there.
And I did, I said, well, we don'tneed it until we need it needed.
Yeah.
Then if we don't have it inthere, we, you're I, I did.
And I was surprised to hearsomebody say that because, you
(35:41):
know, it's Yeah, you got the point.
You don't need it until you need
Dave (35:44):
it.
So, let's get to thispoint that you just raised.
People may need you.
How the heck do they reach you?
Well, I
Kirk May (35:52):
wish I had a labyrinth that they had to go through in some
kind of fancy assistant scheme.
You know, or call my people.
They can call me.
Okay.
That's the number.
You can send me an email.
Well, my office number is 816 460 3303.
(36:12):
Now that's my direct dial.
So that's excellent.
That's big stuff.
Given that out.
Well, they need to get my email too.
Yes, sir.
Please.
So that's K I R K M, that'sMary M at G M L A W P C dot com.
Dave (36:30):
Okay.
And if
Kirk May (36:31):
name of the firm again, GM law, PC is the formal name of it.
That's the one you'll see on the,well, you'll get there German mayor,
either way, you'll get to the website.
Dave (36:42):
And they're at essentially fourth, 14th and Walnut in Kansas city, Missouri.
Uh, 12, 12, 12th and Walnut.
Sorry.
We're not down there in a high risearea where you got to go get home now.
Ladies and gentlemen, thishas been too much fun.
I want you all candidly to click onthe website and say, this was great.
(37:02):
Bring Kirk back.
We got to have more of this stuff.
It's better than those stories thatyou're getting from businessmen.
We're learning a lot.
And seriously, I learned a lot.
I picked up a couple of things.
I am going to be referring peopleto specific podcasts as they're
going through acquisitions.
But I want to share with you, if you'rein search of assistance, go to davidsider.
com and schedule a consultation.
(37:25):
Also make sure to subscribe to theshow, rate it, leave me a comment
on your favorite podcast platformsuch as Spotify or Apple Podcasts
for both myself and for Kirk.
I really appreciate,Kirk, you being on board.
I know that all the listeners aregoing to be fired up about this,
and I thank you for your time.
And I definitely was notproviding any legal advice.
(37:47):
No, I was going to say something.
I've not been providing legal advice forthe last 43 years, just to be consistent.
No, I'm actually
Kirk May (37:57):
not.
I actually wasn't now, but normally,
Dave (38:01):
ladies and gentlemen, until we hear from you next time.
End.
I hope it soon you'll bechecking in with this.
Be safe.
I want
you to know that this podcast isprovided for educational purposes.
It does not constitute legal adviceand it is not intended to establish
(38:24):
an attorney-client relationship.
The recommendations contained in thepodcast are not necessarily appropriate
for every individual or business indetermining the best course of action.
Business owner should consult with anattorney on their distinct circumstances.
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