Jay Creagh

@shawngorham No one that bikes is sleeping on Bentonville

A cycling friend has been in Bentonville all week riding bikes - he has raved about it Are we sleeping on Bentonville?

@jaycaspiankang theonion.com/southwest-airl…

wtf southwest changed its seating system?

@ForemanTaxLaw I’ve gotten a fair amount of CPA AI work product in M&A transactions lately. It is, to put it mildly, not helpful.

Earlier, I had a CPA ask me questions that were clearly written by AI. Their questions suggested (demonstrated?) a lack of expertise in an area where their website suggests (states?) that they have significant experience and expertise. Curious.

@bradford_hardin @TKopelman I’ve had a couple prospective clients ask for this before M&A and startup representations. Always happy to connect them to a client that I’ve helped through similar situations. And like the original post, it’s always led to the prospective client moving forward.

@TKopelman I've had many clients come to me saying they were referred by a current or past client, but I can't recall ever being asked by a prospect to provide a client reference for them to check. It is a little odd, but there's just no culture of it.

Why does no one ask this of lawyers?

@D_Gawronski @SMB_Attorney Dan: Attached hereto is a demand letter from my client regarding certain terms that MUST be changed before we close tomorrow. If you have any questions, ask your AI.

@SMB_Attorney lol…when is the last time you received a “demand letter” on the night before closing…

I wanted to like this article, many people have sent it to me and tagged me, but there’s one HUGE problem with it: If the hypothetical used at the very beginning is referring to M&A, and I believe it is (as it says “an acquisition”), it’s unquestionably, beyond a shadow of a doubt, with 100% conviction, completely made up… and likely made up by AI. I’ll excerpt it below for your reference. Other M&A practitioners please chime in and tell me if you agree/disagree. I’ve closed hundreds of lower-middle-market M&A deals in the last few years and, to be frank, it’s a weird/fake example that discusses the interplay between the legal components, the parties, everything, in ways that make no sense. It’s the type of weird/fake hypothetical AI generates in your area of expertise that has you going “yeah, no, that’s not right at all.” Now, I don’t mean any disrespect to Zach, the author, and I was hesitant to post this at first, and I welcome him to tell me I’m wrong, and/or provide additional context to help clarify. To be fair, he acknowledges later in the article that he is not an M&A attorney and does non-M&A transactional work, so maybe I’m just off base… but I’m sure why then we lead with an M&A example? Now before you guys say, “Who cares, Eric?” “If the rest is true, why does it matter?” Or “You’re just salty about AI” blah blah blah, please pause for a second and think about how this impacts the totality of the piece and its subsequent assertions… Guys, the over-exuberance towards AI has people rushing to publish content and cash in on the frenzy. And, folks, some of that content is fabricated and is generated by, you guessed it, AI itself. And if the very first portion of this article is made up, and I honestly think it is, where does it end? As a reader, I just can’t get past that credibility miss. Now, is Claude Cowork going to be a powerful tool for law firms? Yes, of course, with time. We’re experimenting with implementing it in our firm, also, where we already use a variety of ethically compliant AI tools. But, to be frank, right now the data usage constraints are a huge problem and make rolling it out across our firm (a small- to medium-sized boutique) impractical for use cases like Zack described. Now, here is the hypothetical… I’m serious, I want people in M&A to tell me if they agree/disagree: “A few months ago, the night before a client’s acquisition was set to close, the buyer’s counsel sent a letter demanding that several key deal terms be restructured. New escrow conditions. Expanded indemnification carve-outs. A revised set of closing deliverables. The implicit threat: accept these changes or we walk. It was 7 PM. I uploaded the purchase agreement, the disclosure schedules, and the demand letter to Claude. Within minutes, Claude mapped every proposed change against the existing deal terms and found what the buyer’s lawyers apparently hadn’t noticed: two of their proposed carve-outs directly contradicted representations they had already confirmed in the disclosure schedules, and a third would have created an internal conflict with the fundamental reps section that would have actually weakened the buyer’s own post-closing protections. Their aggressive last-minute play had holes in it.”

@Jason There is already a demo day exception: sec.gov/resources-smal…

More good news from the "Incentivizing New Ventures and Economic Strength Through Capital Formation (INVEST) Act" Seems like startups presenting at demo days will not trigger "general solicitation" violations: "The INVEST Act also clarifies that company presentations at sponsored events do not by themselves constitute “general solicitation,” allowing founders to pitch without inadvertently violating securities laws."

@investing_law And the differences between 506(b) and 506(c)

@jaycreagh Reg D mostly?

Common occurrence for lawyers: - Client doesn't know about a law - Lawyer tells Client about the law - Client gets upset at Lawyer Please don't shoot the messenger. 🔫

@investing_law Yes - but some people don’t realize a SAFE is a security, or that there is no such thing as a friends and family exemption.

@investing_law Also, federal securities laws for startup founders

For us, the most common list of *surprise* laws for clients: 1. Broker-dealer laws 2. Investment Advisers Act (especially state versions) 3. Blue Sky laws 4. ECI/UBTI tax issues

in this divided world, can we at least agree that ESPN’s new NBA box scores are bad

@natevomhof Bike paths were fully lit in MSP. Took it for granted

@jaycreagh Damn. I feel like lighting costs are getting cheaper now so it could be more feasible

The Oak Leaf Trail could really benefit from some lights I think. #milwaukee

@eliblee Needed gov approval and the states with authority over their nonprofit status may have told them they couldn’t convert?

OpenAI is staying nonprofit. What is the best explanation for the most valuable private company of all time not pursuing a conversion to a for-profit entity outside of imminent AGI?

Big day in Milwaukee. Iconic Mayor photo

@bjcreagh Try golf

I love basketball, but tuning in for the final 3 minutes of LAC/GS OT game, and 15 mins later, and three reviews, still anyone’s game.

@mleibfried15 @FISCrossCountry Definitely didn’t realize I did this. Must have been when I dropped my phone earlier today. Thanks for checking on me!

@jaycreagh @FISCrossCountry jay are you okay

x2 🥇🥇Who can stop Ebba Andersson⁉️🤯 Ebba 🇸🇪 is the 10km interval start classic FIS World Cross Country Champion 🌈 #fiscrosscountry #wintersport #trondheim2025 #wsc

@investing_law Venture/M&A. That being said, I don’t think I look at whether a law student was on a journal when interviewing someone. But I’m personally happy I did it.

@jaycreagh You’re transactional now? What practice area? Happy to disagree!

⚠️ Law students who want to be transactional lawyers: There is *no* good reason for you to join Law Review. It's an outrageous amount of boring work that will not benefit your career. Get an internship. study abroad, or go to the gym instead.

@DanRShafer My office is in the 833 building so I have a good view from above. I watched cars the first week this was open do some of the funniest/scariest things

Maybe a 35% increase to the project's original budget will result in an interchange that isn't an incomprehensible disaster (doubt it).