July 27, 2020

“Goldman Sans”: Use Our Font, Disparage Us Not

Some of my most vivid memories of my days nights as a young lawyer involve watching bulge bracket investment bankers & their lawyers sit in a Bowne or R.R. Donelley conference room in the wee small hours & obsess over a prospectus’ compliance with the terms of the bank’s style guide.

These style guides were sometimes elaborate documents with detailed instructions about proper fonts, spacing, logos, front & back cover page & underwriting section language, together with a bunch of other formatting details for every kind of offering document imaginable. Sometimes, they even specified the color of ink to be used (“Morgan Stanley blue” anyone?).

And woe to you if your document departed from the style guide! Punishment was swift and merciless (or so it was said). I remember one poor soul literally sweating as he meticulously measured & remeasured the distance between lines on the back cover page of the prospectus, and then turned his attention to the front cover, to ensure that the red herring language aligned perfectly with the top and bottom lines of the page. You’d have thought the guy was about to cut a 20 karat diamond.

That kind of obsessiveness is why the news that Goldman Sachs has come up with a new font that’s free to use, but comes with an interesting catch, doesn’t surprise me in the least. What’s the catch? This Verge article explains:

Investment bank Goldman Sachs has released its very own typeface: an inoffensive set of sans-serif fonts dubbed Goldman Sans. But in the spirit of bankers everywhere, these fonts come with a catch in the contract. As their license states, you’re free to use Goldman Sans for just about anything you like so long as you don’t use it to criticize Goldman Sachs.

According to the article, the license prohibits the user from using the licensed font software to “disparage or suggest any affiliation with or endorsement by Goldman Sachs.” It looks like Goldman’s PR folks got wind of the negative media attention, however, because the license agreement no longer contains the anti-disparagement language.

I guess some people saw this as overreach by a firm that’s long been a magnet for criticism, but anyone who has worked with an investment banker totally gets why they originally included the language in the license. For a Goldman Sachs lifer, there could be no greater affront than to have an element of the firm’s sacred style guide weaponized against it!

Inline XBRL: Accelerated Filers, Ask Not for Whom the Bell Tolls. . .

This Bass Berry blog provides a reminder to accelerated filers preparing for their second quarter filings that they are going to have to comply with the inline XBRL requirements, including cover page tagging and the new Exhibit 104 requirement:

Public companies designated as accelerated filers who are preparing their periodic reports for fiscal periods ending on or after June 15, 2020 (i.e., upcoming second quarter 10-Qs for many companies) will be required to comply with the SEC’s previously adopted Inline eXtensible Business Reporting Language (iXBRL) digital reporting guidelines. Per the SEC’s phase-in guidelines, filers will be required to comply beginning with their first Form 10-Q filed for a fiscal period ending on or after the applicable compliance date.

Tomorrow’s Webcast: “Distressed M&A: Dealmaking in the New Normal”

Tune in tomorrow for the webcast – “Distressed M&A: Dealmaking in the New Normal” – to hear Woodruff Sawyer’s Yelena Dunaevsky, Fredrikson & Byron’s Mercedes Jackson, and Seyfarth’s Paul Pryant & James Sowka discuss the unique challenges and opportunities presented by acquisitions of distressed targets.

John Jenkins