Dear Bank of Prairie Village Community
During these past few months, I’ve found myself trying to logically analyze inherently illogical scenarios. Hours are spent planning scenarios that may never materialize, only to be usurped by events that could not be anticipated–let alone planned.
At various points, laughter and humor at the ironies have been the best antidote. I am sure I am not the only one nightly walking their dogs wondering if the world is crazy—or if I am crazy. Most evenings I conclude it is a bit of both.
The good news is our family dog, Riva, patiently allows my nightly musing as she patiently leads me around the block, uninhibited by the world events.
I watch Riva a bit in awe. For 14 years, she has methodically patrolled the neighborhood searching for chasable rabbits. As she has gotten older, the chase has become less vigorous. Increasingly, she simply gives the rabbits a stern look. The rabbits, increasingly bolder, now often simply return the look. Nevertheless, Riva feels she is keeping the neighborhood safe.
On one recent evening, under a beautiful red/orange sunset, I was trailing Riva trying to make sense of the day’s events.
Somehow my memory wandered back to a final exam I’d taken at Georgetown in Graduate Tax Law over 30 years ago.
The course involved the Tax Treatment of Corporate Mergers under Section 342. We had spent the entire semester going over the various alternatives of how to treat corporate mergers under Section 342.
To say it was mind numbing would be an understatement,--i.e. two hours a night – twice a week – for 3 months about IRS Section 342 tax treatment.
The instructor was a Deputy Director of the Internal Revenue Service. Virtually all the class graduate law students worked as IRS or Treasury department attorneys. I was one of only two attorney working on Capitol Hill. My classmates viewed me with wariness.
The final exam was legendarily brutal. There were no laptops. You could bring your IRS Code book and were given 10 small, blank, blue exam books into which you were to hand write your answers. The evening exam was allotted a full two hours.
As the exam question was passed around the room, I, and the rest of the class, settled in for what was going be a stress filled two hours.
I skimmed over the fact pattern and then the actual examination question. Like everyone else, I started to calculate all the various logical ways to handle the situation under Section 342. However, something seemed off. I again reread the opening paragraph fact pattern.
As I read it slowly, I realized a sentence had been left off from the normal paragraph we’d studied all semester. Only 3 of the required 4 facts were stated.
It appeared that the mimeograph/copy machine had run out of ink--or perhaps the professor had inadvertently forgotten to include the final sentence including the necessary 4th fact.
I put down my pencil and started to pull my hair (a tried and true response in dealing with law exam stress).
The underlying situation was straightforward. If the 4 required factual elements required were not present, then Section 342 did not apply.
If Section 342 didn’t apply—then there’d be no sense analyzing its application in the exam. I could just point out Section 342 was inapplicable, hand in my exam, and go home.
I looked at the students around me. They all seemed to be knocking out their answers as if nothing was wrong. No one else was attempting to pull out their hair.
The professor was contently, if not obliviously, reviewing papers at the front desk podium showing no apparent guile over the illogical grenade he had just lobbed into this examination room.
Precious time was clicking away—and still I’d not written a complete sentence.
With a shaky hand, I scrawled in my blank notebook page “Section 342 is not applicable to this fact pattern.”
My single sentence seemed pathetic. We had just spent an entire semester discussing the tax treatment under Section 342. How could Section 342 not apply to the final exam question?
Now I was beginning to really sweat. To buy time I wrote down the 4 factual elements required for Section 342’s application. I then copied the fact pattern exactly as presented on the exam page--to show the necessary 4th fact was not present. Again, I wrote “Section 342 does not apply to this situation”.
I then sat and starred at my answer. Was I really willing to hand in an exam with a single paragraph-pointing out the subject matter of the entire semester did not apply to the facts in this exam?
I had used only 15 minutes of the allocated 2 hours. I could not just hand in my exam and walk out. Everyone in the class would think I was suddenly and violently sick or crazy. In addition, I would surely draw the professor’s unwanted attention. He was in line to perhaps be the IRS Commissioner, and in many ways Washington was a small –town – at least in the tax community.
As I fidgeted, I realized I couldn’t just keep sitting there staring at my notebook. Classmates would notice and conclude I had frozen in fear having forgotten the entire course.
Somehow, I had to look busy writing for the next hour and forty five minutes.
At that point I felt struck by a bolt of inspiration.
I wrote, in my notebook, Even though Section 342 does not apply--If the 4th Element of the Fact Pattern Had been present-- and Section 342 Did Apply--- Then the treatment would be as follows~…”
With that caveat, I settled in and began writing all the various logical solutions we had studied in class. I looked like all my other classmates furiously scribbling our analysis.
When the two hours were up, I got up with the rest of the class, handed in the exam and muttered with everyone else how hard it had been.
A month later they mailed the exam results. The instructor gave me an A+ with a note—“Nice catch”.
To this day I am not sure if the Professor had purposefully left off the 4th element to see if anyone was paying attention—simply forgotten to include the final sentence in this particular exam, or if the copier ran out of ink. His “Nice Catch” response gave no indication one way or the other.
Further, I am not sure if my grade was for my legal reasoning in analyzing Section 342, or for my diplomacy in not calling out the professor in front of the other classmates for his strange exam. The exam went down as one of the many mysteries of my law school experiences.
The lesson I learned from that exam was even if you are sure the underlying facts defy logic, and—the whole situation is in fact nuts – the best action course to simply note the unusual fact pattern—and then calmly articulate the corresponding logical answers as best you can to the facts as stated—just to cover you basis.
You will never know if the professor is actually testing you—or if he/she simply forgot to include a key fact. Either way, make note of it –but don’t dwell on it – and move on. I call this my Rule 342.
In today’s hyperbolic rhetoric, it is easy to immediately jump to heartfelt conclusions based on assumed fact patterns.
The underlying facts may or may not be present. Perhaps it is the heat of the summer, the uncertainty of the times, or the incompleteness of the potentially upcoming college football season—nevertheless, taking the time to review the facts as stated before articulating conclusions may prove a helpful tool in navigating this unique—if not crazy moment in our time.
As Riva and I were finishing our walk under the amazing burnt-orange, sunset sky, a hissing and buzzing locust plopped down and starting spinning around Riva. The locust was producing a cacophony sounding much like the prelude of an exploding firecracker.
Riva looked first at the hissing locust and then at me—as if to say, what is this intrusion in our little world? Riva turned back, looked at the creature again, and in one reflexive motion promptly sprang on and ate the nefarious insect in one swift whole bite.
For a second the world stood still in complete silence. I was a bit stunned. The hissing locust was there one moment and gone the next.
Riva looking completely nonchalant. Unperturbed she started tugging me on her leash, searching for the next surly rabbit.
Trailing and trying to keep up with Riva’s accelerated pace—her recent snack apparently energizing her gait – I commented, “Geez Riva—Well done old Girl. That was pretty Bold.” We then resumed our ever-important and interminably perpetual rabbit patrol.
As I settled back to my musing following Riva’s trail blazing towards home, it occurred to me how pleasant life would be if all the world’s numerous hissing, spinning, noisy complex problems could be solved so swiftly and so completely—with a solution such as a single, swift, well-aimed bite at the problem.
Yours in Rule 342—and working through these uncertain times – one swift, logical, decisive bite at a time.
Thank you for letting us be your bank and bankers~ Don’t ever hesitate to call me on my cell phone at any time if we can help you-together we’ll take a bite at your challenges-- My best~Dan
Bank of Prairie Village
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~Thank you for giving us this opportunity to be your bank and bankers~
“The Bank of Prairie Village ~ Home of Blue Lion Banking”~ cited March 2020 by the Kansas City Business Journal as one of the “Safest Banks in Kansas City for Your Money.”
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