To Boldly Go Where No He/She/It Has Gone Before

by Tony Wilson

Trouble in the Gender Neutral Zone
Picture, if you will, a complicated securities transaction involving a gaggle of lawyers representing issuers, underwriters, investors, and securities commissions. Now picture, if you will, a deadline, speeding toward the lawyers at Warp Factor 9, which as we know from old Star Trek reruns, is really fast. Now picture, if you will, various grim realities like this: if the Prospectus isn’t filed by the deadline, the financials will become stale dated and a new audit will be required. Or the tax advantage everyone was counting on is scheduled to change, the investors will back out and phasers will be set on “kill” rather than merely “stun.”

Enter two lawyers drafting one or more parts of the documentation. Personal histories must be disclosed about officers and directors. Employment agreements and restrictive covenants must be prepared. In any event, the documents go back and forth between the lawyers by e-mail so many times, there are tracks on the tracking, and before you know it, the documents look like Jackson Pollock’s dribble art.

Lawyer “A,” however, wants to boldly go into the Gender Neutral Zone, which is a place where your shields and sensors must be on high, because bad things can happen there. “A” argues that all the documents should be gender neutral to be in compliance with the Law Society’s Policy on gender neutral drafting, which to summarize for comic effect, says “all the “he’s” and “she’s” in the universe must hereafter become “its,” but because we like jargon you can keep all the hereafters.” Lawyer “B” says: “Whatever. Your issue. You draft it.”

It’s at this point where Lawyer “A” uses a wonderful function in Microsoft Word called “Find and Replace,” which automatically replaces words and phrases in documents with other words and phrases (somewhat like the Transporter but with more accidents). Lawyer “A” tells “B” “I made the changes we agreed on regarding gender neutral drafting.” But time is tight and deadlines are upon them, so “B” only glances at the now desexualized and emasculated document, which coincidently, is what is about to happen to him once the documents are executed and filed with SEDAR for the whole universe to see.

And then the call comes from the securities commission: “Did one of you write for Benny Hill or Austin Powers?” “Ahhh no, why do you ask?” says lawyer “A.” “Well” says the commission, “Your Prospectus is full of tits.”

It’s relayed to the lawyers that there’s something like 41 tits (a strange number you might think), 12 titys and a host of other titillating mistakes throughout the Prospectus. Lawyer “A” it seems, forgot that other button in “Find and Replace” that says “Whole Words Only.” When you change the word “he” to “it” without limiting the change to “Whole Words Only,” it also changes the very useful words “the,” and “they.” Consequently, all the the’s are turned to tits, all the theys becomes titys and all the lawyers turn into complete boobs.

I guess the breast thing to learn from this cock-up is to enter the Gender Neutral Zone carefully, ass tit might be a nipple embarrassing to discover an unexpected and sexually charged tit in a document you thong was suppository to be gender neutral. Lawyers should remember that “Find and Replace” may be what your firm does to you when you don’t enter the Gender Neutral Zone with your shields up and consequently render your career “thes up.”

Vancouver Franchise Lawyer Tony Wilson practices at Boughton Law Corporation in Vancouver, and has written for the Globe and Mail, Macleans Magazine and Canadian Lawyer. twilson@boughton.ca | www.boughton.ca/people/lawyers/tony_wilson

This article was published in the December 2006 issue of BarTalk. © 2006 The Canadian Bar Association. All rights reserved.