I just read a comment from a House Republican who helped to defeat the bailout. It said that passing the bailout would represent “a coffin on top of Ronald Reagan’s coffin.” In one statement, this guy made it clear what his camp’s priorities represent – ideology over the welfare of the public.

I’m having a tough time with the free-market guys, believing that they are serious. It was, after all, the free expression of the marketplace that enabled the creative types to engineer the downfall of our system. The fact is, total freedom in the vast economic system in which we live represents not liberty, but license.

Now, at a time when some form of assistance and central oversight is clearly necessary, the House stood up for… nothing. Let ‘er rip. Que sera sera. Whatever will be will most certainly be.

And now? I’m just scared. I’ve never been a gloom-and-doom sort, but in this one bold move we have been given a peek under the flap of the tent. And what is there is… nothing. Nobody is running the show. We are in free fall. But Ronald Reagan can sleep well.

That’s something to somebody, I guess. I hope, whoever they are, they feel good about it. Because I sure don’t. Do you?

A bailout that doesn’t sell out the American people. 

A return to some kind of sane discourse in the electoral process, which has been pushed relentlessly into the Rovian realm recently. 

A spirit of cordiality and calmness to descend on our nation and not disperse until it is replaced by a nice dose of holiday cheer. That’s a much better way to manage during a crisis than all this crazy yelling and waving of arms in the air. 

A recognition on the part of all advertisers that in order to sell their products and services they have to keep pumping out their messages to the public; and that if they do not their decline will represent a self-fulfilling prophesy on an unprecedented scale. 

No more bank failures. 

No gigantic parachutes for anybody whose financial institution was leveraged more than 20 to 1. 

A return to the days when a gain or loss of 100 points on the Dow was considered a big deal. The other day a financial type said to me, “Okay, 350 points down is not a GOOD thing, but it could be worse.” That scared me more than all the pessimistic crud I’ve waded through lately.

Any firm that has collapsed, defaulted, defalcated or otherwise demonstrated extreme stupidity is no longer allowed to disseminate the thoughts of a security analyst about the sagacity and competence of other companies. 

Warren Buffett gives everybody a couple of thousand bucks to spread around as they see fit. 

Are you listening, God? … Mr. Buffett?

At this point, any optimism or upbeat thinking would be in the category of whistling past the graveyard, one where all the corpses have awakened and are bearing down on passers-by.

Looking at the events of the past few days, the question emerges: What kind of senior manager would you like to see in the corner office in the event of complete, life-destroying liquefaction? We’ve had a chance to see a number of styles on view: Paulson, Bernanke, the Congressmen attempting to satisfy Wall Street and Main Street concurrently, Obama, McCain, Bush… not to mention the host of gray-suited Commissars lining up from a variety of hobbled financial institutions to get a good pull at the bailout teat.

So… which kind of manager do you believe is best suited to confront such challenging seas and steer the corporate state back to some relatively safe port? Let’s choose:

Would you like a boss who gets very excited and angry, screams at people, and indulges in dramatic displays of bad temper? Or would you like a boss who is calm, thoughtful and spends a lot of time listening?

Would you like a boss who, when things grow dark, is full of threats and imprecations, scaring employees with vague prognostications of doom? Or a guy who puts his head down, studies the situation, and tries to see all the angles until he or she is convinced of what’s best for the greatest number of people possible?

Would you like a boss who hops all over the place like a Mexican jumping bean, hiding at times, then emerging with rage at people, cancelling appointments, rescheduling long-standing commitments, always trying to be all places at once? Or someone who seems to reside in the center of a hurricane, a safe place where people can go to give opinion, get counsel, and eventually direct orders? Whose strategic and moral center does not shift with the demands of the moment, even when they are, at least for the moment, insurmountable?

Would you like a boss whose ultimate solution seems to gravitate always toward the dynamic expression of his personal ego? Who picks odd moments to rush in like the cavalry, superceding line operators who have been working hard to attend to the details, who view their own exercise of Self as an important element of success? Or the guy who not only leads, but has respect for the management structure he seeks to guide?

Do you prefer a boss who surrounds himself with sycophants and attendants who defer all power and glory to their master? Or one who prefers to operate as the center of a nexus of smart people, all dedicated not so much to his person but to the strategic goals of the organization?

How about a boss who works each crisis for the greatest possible strategic advantage against the competition? Who employs a ton of PR tricks to manage the situation? Who seems often to make decisions based on how they will position him in the press and the public eye? Is that the kind of boss you like to work for? Some people do. Guys like that have actually run the world for several millennia, in fact.

I’ve worked for all kinds of bosses. And like I said: we’ve had a good look at the current crop in both the public and the private sector. An old senior officer of mine once said, and I think it’s generally true, that you can’t choose your boss. But let’s just say that in certain very important cases, you could. Which kind of boss would you choose?

If there’s one thing the Street hates, it’s uncertainty. Like most of my neurotic friends, its mood swings inappropriately high on the slightest whiff of good news, and zooms to depressing depths at the merest suspicion of impending bad karma. Given the paucity of the former and the plethora of the latter, it’s been a crazy ride lately, with trips to the moon closely followed by extended visits to the sewage system that runs beneath corporate capitalism on an all-to regular basis.

Like Mr. Paulson and Mr. Bernanke, I would like to do whatever I can to help restore confidence and solidity to the marketplace. In support of that effort, I hereby offer a few thoughts on what, even at this challenging juncture, is not in any sort of doubt:

• An individual in danger of losing his or her mortgage will be worse off, in the end, than the majority of executives working in the institution holding that mortgage;
• While investment banks may change their stripes, investment bankers will not;
• The bailout will most dramatically benefit those who created the crisis in the first place;
• The new levels of oversight and regulation that are implemented will have the greatest impact on those firms which require it least;
• All the excesses and depredations foisted upon our poor economy will be back very soon, because it’s simply too boring to do business or make obscene amounts of money by playing things straight;
• An extremely small number of highly fungible executives will be punished for their actions; they will later emerge from prison to become philanthropists;
• An entire graduating class of pundits, senior managers, hedge fund speculators and debunked risk-management geniuses will be jettisoned from the body of the system; they will appear almost immediately in the financial media playing the part of experts who can explain whys, wherefores and potential future courses of action;
• Wall Street will survive;
• Main Street will suffer;
• The rich will probably have to wait a while to get richer;
• The poor need suffer under no such limitation to achieve their customary status.

When the Soviet Union fell, all the Eastern European countries had to reconstitute their governments. Former communist bureaucrats had to scramble, since the whole philosophical and operating infrastructure under which they had professionally and personally prospered had been yanked away. Today there are entirely new institutions governing those nations, and in many cases the same bureaucrats who prospered under the old regime are still running the game from new offices, with new titles, new letterhead, new committees to chair. I have no doubt as we transition our economy to a new more equity-based model, the former scions of the now-discredited system will once again rise to the apex of power under a brand new flag.

It’s not only cream that rises to the top.

Sure enough, everybody and his aunt Mary is lining up to take a piece of the bailout. I applaud their efforts. Why should only the fattest of the fat cats get the meat and potatoes? Yes, they need it more than most, because it’s hardest on the best fed when the supper plate is empty. But still. Fair is fair. 

I’m sure you have your own list. Here’s mine: 

I would like some help with my two mortgages. It was hard enough to sustain one, but this second one is sort of killing me. I can make it. But it won’t be easy. If we’re sweeping up a bunch of ill-considered obligations into the cooking pot, I’d like Uncle Sam to consider mine. They’re no more idiotic than many, and smarter than most. 

I’d like the lease on my car to be bought out, or at least reduced. At the time I selected the two-year option on that bright red, eight-cylinder, genuine leather interior turbo-charged Deutche monster, the $800 per month seemed achievable. I suppose it still is, but it’s darned inconvenient. I’d much rather it was lower, which would make it easier for me to pay off my other debts. Is it possible that those of us who have leased or purchased too much car for our wallet can be offered some assistance at this juncture? I know there’s spirited debate on who’s going to get what right now between Democrats and Republicans. Would one of the two parties, during this election year, like my vote? 

Then there’s my American Express bill. I’ll be hanged if I know how, but my balance has crept up to an amazing sum. More than $10,000! I suppose that paying the minimum for almost a year while living the dream may have something to do with it. Cameras. Computers. IPods. Vacations, now and then. Pretty soon you’ve got a whopping big nut to crack and eat. I’ll be honest with you, it scared me to look at it when I finally took a peek online last week. If I have to clear that debt, I’ll be cash poor for quite some time, unless I borrow more. That would be inadvisable, I think. 

It’s also my view, taken from a purely selfish perspective, which I don’t think is inappropriate given the circumstances, that credit card debt should in one form or another be included in this package. If it isn’t, think of the consequences! People would have to stop buying on time. Many, many honest, hardworking Americans just like me would perhaps default on their loans. The entire credit structure of our society, and the mercantile system upon which it is built, would falter! Do we want to risk that? 

There’s much more I could come up with if I really thought about it, I’m sure. So please, gentlemen. When you’re coming up with your list of those who receive the plums from this very large pie, don’t forget the working person. We were pretty stupid, too, you know.

It was fun to watch all the free market junkies zooming the Dow up 400 points on news that the Gubmint was about to put together a bailout of the financial markets. It will be equally amusing, in a taste-of-bile sort of way, to hear all the reasons why this particular mega-deal is a good idea while similar assistance to individual home-owners is way to socialistic, you know.

At this point, the world seems to be dividing itself into two traditional camps. Camp One is made up of people who want the pain to end as quickly as possible. They like bailouts because, well, if you were in a sinking rowboat, wouldn’t you bail? Most people would. What’s the alternative? Pray? While prayer plus bailing is often enough to save the vessel, bailing-free prayer is less effective.

Camp Two is interesting. It consists, again, of two kinds of people, at least. In Camp Two A, you will find those who have a philosophical problem with Gubmint. They don’t like it. They view any form of intervention as a violation of the precious free markets that are supposed to regulate themselves, in spite of ample evidence that they do not. In this group you will find the very rich who have money in a secure place and also a variety of people who aren’t sure there really needs to be a Federal Gubmint at all. Sarah Palin’s husband, for instance. The potential First Dude. He belonged to an organization that, as I understand it, entertained the idea of Alaska excusing itself from the Union. So there’s that.

Camp Two B is comprised of folks who just want to see the whole thing crash and burn. The system stinks. Let it all go to hell. Membership in segment A and B are not mutually exclusive. You can belong to both, in other words.

When Marx was in full flower in the middle of the 20th Century, there were two types of comrades then, too. Members of Type One wanted to organize unions, pass legislation, elect fellow-travelers, and otherwise work in their own way to change the system in ways to their liking to improve the lives of the People. Type Two was made up of grim-faced doctrinaires who believed that before things could get better under the great new State, they had to get worse. So they opposed all efforts to improve working conditions, raise wages and otherwise make people’s lives better in the short term. Fortunately for our side, both Types have now for the most part been relegated to the dust-bin of history. But the division between fixers and non-fixers is evocative, I think.

As for me, I’m for anything that will make the market go up 400 points in 90 minutes. Who knows. While they’re putting on all these Band-Aids, the patient might just stop bleeding for a while. And even if he doesn’t, we’re might have a lot less blood on the carpets when it’s all over. I think that would be nice.

I was sitting in the big conference room the other day while the market was crashing and rolling and exploding in mid-air like some CGI Bruckheimer special effect. The dudes around the table were so heavy it’s a wonder we all didn’t fall through the floor and down on the heads of the folks a level below. The mood was somber, of course. “Down six,” one graybeard would say. “Down eight,” another would reply. I don’t know what metric they were talking about, but I didn’t want to. You don’t question faces like that. 

The topic of that day was Merrill (MER) and Lehman (LEH). People were pretty shocked. “What’s going to happen to Morty?” one said to another. Morty is an analyst who everybody knows. Nobody knew. There was some consternation about the fact that, at that point, nobody wanted to buy Lehman. All that value and history, up in smoke. Too bad. So sad. 

There was a silence around the table as everybody worked the BlackBerry. Then one of them murmured what was on everybody’s mind. “… and then there’s AIG,” he said. They all looked up. And their faces were white. Whiter than usual, even. 

I don’t know much about economics, really, certainly not as much as the MIT risk analysts who got us all into this mess in the first place, or the prognosticators who didn’t see it coming, or the specialists on the Street who are thanking their lucky stars that windows in this day and age are hermetically sealed. But I do know that today’s news that the Fed is rescuing AIG (AIG) is very welcome. 

I know there are critics who say that bailouts reward bad behavior. I imagine there are a lot of experts who could tell you why this is unwise in the long run and all that. But Armageddon has been forestalled for at least one more day. I appreciate that, don’t you?

God forgive me for the thoughts I’m having this morning.

I’m just wondering how they feel today, all the analysts and brokers from the financial institutions who are now being punished for the profligacy, stupidity, greed and wishful thinking of their masters. How they feel as they dust off their resumes and try to put the pieces back together in a world flooded with needy drifters just like them.

Do they feel like all my friends in years past who were downsized as a direct result of the kind of advice the Street gave to a variety of senior managers facing the issue of forced, quarter-to-quarter growth?

Do they feel like my pals at our former cable division, which was divested, in an act of completely moronic short-sightedness, when people like them decided that businesses who throw off cash flow but lower earnings per share were not worth keeping?

Do they feel sort of like the folks subsequently laid off from the corporation when, without that cash flow, it could no longer make the payroll it had once been able to support?

Do they feel like the employees of all the little firms that were reorganized, consolidated, de-consolidated or re-consolidated, given the whims and abstruse calculations of the geniuses who analyzed these things for the firms that are now sinking?

Do they feel like my buddies, Brewster and Armstrong and Molina and Frankovitch and all the others, who had to take early retirement when their business units were merged with other business units that were then spun off to juice the stock for a couple days, just to impress these guys?

Do they feel like the homeowners who are looking for short term rentals now, after the banks that are melting down could no longer carry their freight?

When I think of the just plain dumb stuff that Wall Street and its assorted salesmen, analysts, enabling bankers and callow spin-meisters have visited upon working companies over the years, it makes me want to choke. The arrogance. The willingness to see hundreds, thousands, lose their jobs as a result of their pronouncements and manipulations. Masters of Business all, they have been taught to see corporations not as places that employ people and provide a product or service, but as numbers on a balance sheet, a balance sheet that serves only one group: Investors.

Well, now the investors are taking it on the chin. A bunch of companies are feeling it too. And of course all those poor Street people are now reaping the payback from what their entire economic world-view has wrought.

They’ll be back, of course. God forgive me if until then I succumb to occasional grim smile at the current proceedings.

There were two disasters in the past few days that produced images that both shocked and saddened. In both, a cataclysmic event swept down on people, washing away their homes, destroying their property, changing their lives forever. One was an act of God. The other was of our own creation. 

The first was Hurricane Ike, of course. You have to wonder why, after this kind of thing has happened so many times, there are still folks who stay put, cling to their homes, brave the elements, and are punished for it. It didn’t turn out as badly as the weather people said it would. The governor was relieved. But still. Your heart went out to the people of Galveston and Houston and all the other places once again dealt a bad hand by the inescapable elements. 

Contrariwise, this morning we awake to find that an equally terrible storm has swept away 25,000 jobs at Lehman Brothers (LEH) and will certainly threaten the lives and homes of 60,000 others at Merrill Lynch (MER). Our feelings are somewhat more mixed here, although certainly not for the people.

This hurricane was man made, fashioned out of stupidity, cupidity, and hubris. As far as this storm goes, it is possible that we are still in the middle of it, in the eye, maybe. WaMu (WM), AIG (AIG), and others are reportedly in the path of it. And nobody is relieved. Our hearts go out to the people of all these organizations, dealt a bad hand by the economic climate. But there’s something else there, too, amid the sorrow and the pity, for these organizations brought this down on themselves, and our feelings are different about that kind of thing. Lehman was leveraged, I believe, 30-1.

So on our grief, in our confusion and, yes, fear, there just might be a very small fire in our bellies that demands some kind of retribution, not only on Wall Street, which is after all just its demented and greedy self, but in Washington as well. 

Remind me. It seems unclear all of a sudden. Who’s been running the place recently?

I had a little health scare last weekend. I had purchased a bottle of Russian vodka for what seemed to me like a very good price. Big bottle. Fancy label with a lot of Cyrillic writing on it. Eighteen bucks. Quite a good deal, I thought. After all, it was imported! 

Stuff tasted like battery acid. Didn’t stop me, though. I’ve always prided myself on the ability to drink just about anything. When I was a kid in college we made beer out of a kit. Mixed it up, put it in the basement to mature. One night, we had a party, ran out of booze at about midnight, so we went downstairs and brought up the “beer,” which had been aging for about two weeks, and drank all of it. Everybody got sick but me. I’m a horse. 

At any rate, the Russian vodka was consumed along with a big plate of spaghetti and meatballs and an arugula salad. I’m sure it was the salad that did it to me, but possibly the vodka didn’t help. At 1 AM I awoke to find I was either dying or wanted to. It took me three days to straighten out and I missed a day of work. I’ll spare you the details. A word of advice, though. If business, family history and stress have issued you a hinky gut, it’s probably best not to pour a cheap corrosive on it. Make it the expensive stuff. 

So the bottom line is that I’ve decided that any person willing to drink that kind of junk as long as it’s cold, regardless of the taste or the effect it might have on his system, probably should take a couple of months off the fun train. It’s been a few years since I didn’t drink. I’ve always told myself it would be no big deal to stop if I wanted to. I’m not a sot or anything. I just like a drink or two every single day, no matter what.

A life in business makes it easy. And it’s never hurt either me or my act, in fact I’m pretty sure it’s helped me. My first corporate culture was inhabited by a bunch of crazy rummies. I loved them and they loved me. My current milieu – along with the rest of the business world – is a lot more sober, but we still get our licks in. It’s part of how we function, keep the whole thing amusing and possible. How do you sit across the table from a banker at dinner without a glass of wine in your hand? 

Also, you know, I love booze. I watch a Western, I want to drink a shot of rye along with Mr. Eastwood. When Bogart is in the absolute pit of despair in Casablanca, I want to share that consolation martini with him. Wine. Beer. Brandy. Gin, even, although I’ve left that part of my stable of beverage behind long ago. Gin will kill you. It’s the crystal meth of alcohols. 

All this goes to say that drinking has been a hobby and entertainment of mine for a long time, and now I’ve given it up. I don’t know if or when I’ll ever start again, but I’m serious about it. I know it’s not going to be easy – not so much physically, but socially. For instance, I live for part of the time in Northern California. This means I will have to talk about wine for hours on end without drinking any. When I go out for drinks after work with Bob and Fred and Chet and Betty, I’ll have to order club soda? It’s weird. Do-able, you know. But still… weird. 

I stayed last night at the Four Seasons in Beverly Hills. I realized that this was the first time, perhaps ever, that I would be there without having one of their intensely fabulous martinis, and I’ve been coming here for a couple of decades. It was okay, though. I had a few pangs of desire, which I squelched. I’ve given up other things, you know. Smokes. Coffee, even, for a while. I know how to quit stuff.

I had dinner in my room and not in the bar. Watched a movie. Went to sleep. Woke a little while ago. My stomach didn’t hurt. Sometimes boring is better, huh? I may have to work out a solution to the tedium issue going forward, though. I will clearly have to eliminate the things I did in my life that were possibly only when I was drinking, which I suppose will involve yet more work for my subordinates.

First I would like to thank all those who have written in with their comments, suggestions, quasi-serious jokes and trenchant observations. This strategic plan could not have moved to this stage without you.

Now then: Potential means of getting this transaction accomplished are various:

1. Friendly joint venture on synergistic operations. Attractive but limited in value. In such deals, each side keeps its brand, its independence, and its treasured access to key customers and businesses. Very little upside for the acquisitor and too much for the target.

2. Reverse takeover of U.S. corporation by Canada, Inc. Several of you have suggested this. It has its points. But the concept is ultimately unstable. We have a perfect example of such a maneuver: the Time-Warner/AOL merger. In that, a deluded CEO decided, in a so-smart-he’s-stupid move, to allow his gigantic corporate government to be taken over by a smaller and less mature entity. In practice, it was like having a bunch of scruffy Visigoths taking over Rome, which didn’t work very well the first time either.

3. Friendly merger of equals. Better, but still not perfect. A merger of equals is basically a polite term for an acquisition of one party by another in which the target retains much of its original structure. It would involve significant payment up front by the corporation, plus significant incentives to the target’s senior management to remain in place, at least during at attenuated transition period. Integration issues would abound, and much of the existing, unnecessary infrastructure would have to be retained for an unacceptable amount of time. Friendly, merged entities give mergers and acquisitions a bad name, and the reputation for a high rate of failure that they enjoy.

4. Straight transaction. The 1971 suggestion that U.S. Corp simply buy out every Canadian citizen is amusing on its face, and would cost somewhat more now than it would have at that time, but it would guarantee a happy, affluent employee base in the newly unified entity. Such a buyout would create issues, however, with existing employees of the corporation, who, having joined from birth, essentially, would suddenly be thrust into the role of second-class citizens without the huge nest egg enjoyed by the acquired populace up North. Such resentments are difficult to manage. On the upside, a direct purchase of Canada from either its citizens or the United Kingdom, which reportedly has something to do with them, would ensure a free hand for those seeking to administer the transition and the shape of the new enterprise. Simple, clean, quick– and very expensive.

5. Hostile takeover. Leverage their assets. Purchase them with the debt created by the deal itself. Enforce the new arrangement with force, if necessary. The reality is that the target cannot really claim the ability to defend itself. There would be minimal loss of life. The property, operations and employee base would be acquired. The small and rather limp national management structure would be phased out immediately. We could even offer attractive exit packages to those who wish to depart. After the dust settles, most would have stayed, and a plan for zero-based operations could be swiftly developed and executed. Marketing efforts could be implemented to develop new branding, flag, anthems, etc., for the entity. A new currency would be called for, which would be quite simple, exchange rates now being equal. Think of the excitement! The creativity that would be called for! The opportunities for growth and the development of new horizons!

Obviously, further study is necessary. Plans for this strategic initiative have been in development now for more than 200 years. It should not, however, take another 200 to get them field stripped and ready to go.

I know that in my prior posting, I promised to get to the How To on this matter. In the process of thinking through this crucial terminal issue, however, we come face-to-face with the fact that this is by no means the first investigation of this particular merger/acquisition. In fact, the question has been around for as long as this corporation has been in existence. Some backgrounding, then, is in order, lest we succumb to past failures or neglect the lessons of history.

When this corporation was formed in the late 18th Century, it turns out, there were significant efforts to include the entity to the north in the new enterprise. These efforts foundered because the Canadian organization was simply too protean, violent and amorphous, and our corporation too exhausted from its leveraged buyout from Great Britain. This did not stop the new United States from including Canada in its Articles of Confederation of 1777. Subsequent attempts at joint venture or straight acquisition continued through the unpleasantness of 1812, but were abandoned, as such projects are when other quotidian matters intrude. Projects of this scale need champions, individuals with the attention span, passion and political legerdemain to get them done. There was no such individual at hand in either company.

I want to thank a reader for acquainting me with the existence of the Annexation Bill of 1866, which was introduced in the U.S. House of Representatives during that year but never made it to the Senate. It was quite a well thought-out document, by no means the product of some crackpot, and I commend you to the website provided in the link. The kernel of the notion is not altogether dissimilar to the concepts discussed in this venue, to wit:

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the President of the United States is hereby authorized and directed, whenever notice shall be deposited in the Department of State that the governments of Great Britain and the provinces of New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, Canada, British Columbia, and Vancouver’s Island have accepted the proposition hereinafter made by the United States, to publish by proclamation that, from the date thereof, the States of Nova Scotia, New Brunswick, Canada East, and Canada West, and the Territories of Selkirk, Saskatchewan, and Columbia, with limits and rights as by the act defined, are constituted and admitted as States and Territories of the United States of America.

Again, events intruded, most particularly a number of extremely violent developments in the Canadian space that made the acquisition target more problematic for a corporate entity then recovering from its own Civil War. Nationalist incorporation efforts then developed in the north that produced another barrier to progress.

The idea has never quite died down, however. In 1971, a proposal was made for the United States to offer every Canadian citizen $1,000,000 and an employee ID to U.S. Inc. The suggestion was viewed as less than serious, perhaps, which may be why it never received the extensive investigation it might have deserved. We will look at something similar in our final posting on this subject. It would represent a peaceful means of resolving the question, certainly less expensive than other, more violent ways that corporate states have accomplished such strategic expansions in the past.

Today, according to Wikipedia, some 20% of Canadians and 40% of the residents of the United States support the annexation of Canada to the United States. Not a majority, or even a plurality, but a surprising base of support for a project that might, at first, be considered the realm of humorists and business bloggers. An interesting and comprehensive website “dedicated to the exploration of the potentialities for a democratic annexation of Canada to the United States of America” may be found at http://www.annexation.ca/.  I have just joined as a registered member of their Forum.

And here I thought I was kidding.

Next: How to get it done — the options.

I’m sure you’ve done it. Clicked the SEND button too fast, I mean? Of course you have.  I certainly have.

Last year I received an e-mail from Legal. In it, some bonehead attorney for the other side in an obnoxious case that was pending articulated a position that was so aggravating that I had to make a comment about it to my pal, the General Counsel of our company. “Who is this f***ing guy?!” I wrote, in perhaps not my most convivial or corporate tone. “And will somebody please tell him to SHUT UP?!” I was in a bad mood. I admit it.

About six seconds later,  I got an e-mail back from our General Counsel, whom I will call Bud. “WHAT ARE YOU DOING?!” it read. “BOB GROSS IS COPIED ON YOUR E-MAIL!!” Bob Gross, which is not his real name, was the flatulent barrister who had generated my wrath. Obviously, I had hit REPLY TO ALL instead of the simple, safe REPLY. Several moments later, I got another e-mail… from Bob Gross himself. “Who is this?” it inquired politely of me. “Perhaps we should have lunch sometime.”

I was required to reply to the gross Mr. Gross in the most subservient, sniveling and apologetic of terms, admitting that I had lost my temper and sent an impolitic correspondence, etc., etc., and blah blah blah. Gross, for his part, was pleased. He had aggravated somebody. His job as an attorney was done for the day. Or at least for the hour.

I tell this story to make a point: into the valley of digital humiliation and possible termination go we all.

Which brings us to a particularly stunning atrocity of the genre, reported by Advertising Age online earlier this week. I’ll give you the short version:

Carat is a media agency that, like many in the sector, is “rationalizing its costs” during the current economic downturn. This odious part of corporate life is very often run by the Human Resources department of a company, a discipline given to the over-generation of formal internal communication about everything. HR is very good at planning these kinds of things, but should never be given the job of handling the communications for them, really. Honest. You can take that to the bank.

Anyhow, in the process of working up the communication strategy for their upcoming layoffs, sorry, I mean Restructuring, the HR department produced a comprehensive suite of documents elucidating how it was supposed to go, the messages to employees, internal talking points, and so forth. When that was assembled, the head of HR for Carat pushed the wrong button and sent the entire package of material wide via electronic mail to all employees, including a lot who were scheduled to be decruited in the coming debacle. AdAge reports:

Struggling media agency Carat is planning a major restructuring of its U.S. operations, including an undetermined number of layoffs – news it accidentally released today via a memo the agency’s top New York-based HR executive e-mailed to the entire agency that appeared to be intended only for senior managers.

So… a word to the wise and the foolish alike: Think before you click. You’ll be glad you did.

I was at a meeting yesterday, one of those painful presentations where a guy comes in, does twenty minutes of PowerPoint, and nearly turns his entire career to suet. That is neither here nor there. I mean, those things happen all the time. This time, it was Badnick’s turn.

What was interesting to me is that in the middle of the debacle, I heard a small snap. It was the sound of a straw breaking a camel’s back. During the meeting, I realized that a certain word has now been so overused, so over-extended, so bled of any meaning, freshness or appropriateness, that it must now be retired.

That word is Leverage.

I believe I first noticed its widespread acceptance perhaps twenty years ago, at a point in history when debt became more meaningful than equity in the construction of business deals. Suddenly, everybody was Leveraging everything. The word was still used, however, in conjunction with its original meaning — something having to do with a little bit of debt moving a mountain of equity, I think. It was always vague. Something to do with small moving big. Archimedes and all that.

Thus Leverage joined Excellence, Quality and Impactful as annoying words with which one was expected to deal on a daily basis, at least for a time. And now that time has come.

I stopped counting when Badnick had utilized the word 35 times in 15 minutes. “We’re going to be leveraging the headcount to achieve maximum leverage over the marketplace by leveraging our leverage where it has the most impactful impact,” he said, or something very much like it.

At this stage of the game, revenue is leveraged, employees are leveraged, positioning is leveraged, in fact I believe there is nothing that is not being leveraged or incapable of leverage-ness. I’m half expecting somebody to tell me that they’re leveraging their toast to maximize their breakfast positioning. Half the time, people aren’t even aware they’re doing it. It’s crazy. Let’s stop.

Next up? Tipping point.

We now turn to some of the roadblocks that stand in the way of the acquisition under review. There are certainly many, and they are significant enough to give us pause. All major transactions of this sort do have such issues, of course, and history might be different if those in charge of past efforts like this one had heeded those who raised them.

If Rome, for instance, had not attempted to acquire the corporate entities of the Middle East, Asia and Africa, we would not have known of Cleopatra, Hannibal or Pilate, but the Empire might not have stretched itself so thin that it eventually snapped. If Spain hadn’t decided to re-Catholicize England, would it still have an Armada? Shouldn’t Napoleon have listened to those who advised him against attacking Russia in the wintertime? And how about Jerry Levin?

At any rate, we would be fools indeed if we did not look these questions straight in the face before we moved on so weighty a matter. Here are some that suggest themselves:

Cultural:The acquisition target has its own brand, albeit a somewhat less high-profile and rudimentary one, of which it is proud. Thought should be given to whether some form of continuity should be considered, i.e. incorporation of the maple leaf into future iconography after the merger. As populations have shifted throughout the globe over the last several years, the distinctions between nations have also blurred, however, making the merger of formerly discreet entities more conceivable. Canada is no longer exclusively the domain of lumberjacks and fisherfolk from Scotland and France, any more than Minnesota is an outpost of Stockholm and Oslo. This melding of peoples ultimately renders the entire idea of inviolate nations somewhat obsolete in the long run. Integration of cultures, however, would need to be aggressive and immediate if the merger were not to founder.

Different Benefit Structures: As has been pointed out by several commentors, Canada has a much better health plan, and would be loathe, for very good reasons, to revert to the dysfunctional system under which U.S. citizens must live and die. An analysis is clearly in order to see whether the better structure of the new operating division should be incorporated into the whole. Taking away a superior system in such situations is often a recipe for unnecessary social upheaval. Acquiring parties that intend long-term growth of the merged entity are responsible for overallimprovement of social infrastructure, not its destruction and degradation. That’s the difference between Marcus Aurelius and Genghis Khan or, for that matter, the guys who decided to take away your pension in the most recent corporate reorganization. That’s not what the uber-concept of this deal is all about. A great merger incorporates the best from both parties and jettisons the aspects of each culture that do not work going forward. Putting a Canadian team on the consolidation of health care policies might be a good place to start.

Resistance to Change: This is a polite way of suggesting that portions of the acquired party might prefer to remain independent of the new entity. In spite of the obvious benefits to all sides in this deal, there are those who will oppose it. As anyone from Yahoo will tell you, being the subject of scrutiny by an infatuated and somewhat unwanted suitor, particularly one that is quite big, fat and at times obnoxious, is unpleasant. One is conducting one’s business. One feels good about one’s corporation. Suddenly, there is a hungry snuffling gorilla in the tent. At the end of the day, there are those who are sentimental about their organization and who do not wish the upheaval that is always involved in a change of management structure. Representatives of this group will be found both at the top end of the scale — in existing management, the Canadian “military” and other portions of the ruling class — and in the huge, disorganized mass of highly independent folk spread across the gigantic operating landscape as well. A carrot/stick strategy must be explored and executed with some dispatch if the merger is not to be doomed from the start, as many seem to be.

These are but a few of the macro-problems that will face us as we move closer to our goal. They are not unique to this venture. But the scale of the proposed enterprise makes them all the more thorny.

Next: How to get it done.