Vol. 76, No. 8, August 2003

Book Reviews

• The Forgotten Memoir of John Knox: A Year in the Life of a Supreme Court Clerk in FDR's Washington
• Internet Forms & Commentary: A Practitioner's Guide to E-Commerce Contracts & the World Wide Web
• Enron and Beyond: Technical Analysis of Accounting, Corporate Governance & Securities Issues
• Megamall on the Hudson: Planning, Wal-Mart, & Grassroots Resistance

• To review a book

A single sentence buried toward the end of The Forgotten Memoir of John Knox: A Year in the Life of a Supreme Court Clerk in FDR's Washington nicely encapsulates the entire book: "I was, however, witnessing the end of an era in the law and the death of an entire way of thinking."

So writes author John Frush Knox about his experience clerking for U.S. Supreme Court Justice James Clark McReynolds during the historic "court-packing" controversy of the 1936-37 Court term.

One can only hope that McReynolds' modes of thought truly have died out. McReynolds, already regarded as perhaps the worst Justice of the 20th century, is unlikely to see his standing go up following publication of Knox's book. For example, Knox reports - amidst his recounting of many of McReynolds' ethnic prejudices and other aversions - that McReynolds thought so little of his African American employee/servants Harry and Mary that he tried to talk the former out of sending his children to college, and nagged the latter to the point where she despaired of ever being able to save $200 for her own funeral. Harry and Mary in fact form a substantial subplot of the memoir; while McReynolds scolds Knox for his friendliness with such "darkies" (McReynolds' description), Knox could hardly have survived his clerkship without them.

In terms of the "end of an era," Knox's purplish, over-dramatized prose itself seems to evoke another time. While The Forgotten Memoir of John Knox was published in late 2002, Knox in fact penned the book decades ago (hence the word "Forgotten" in the title). As a writer, Knox retains much of the starchy writing style of the very early 20th century texts from which young men such as himself were doubtless educated. While at first distracting, this style ultimately takes on a certain charm of its own, a charm that helps to conjure up the times about which Knox writes.

Unfortunately, however, this book's editors could have used a dose of charm themselves. In the book's foreword and afterword, Hutchinson and Garrow describe Knox's early promise, his strange ascent to the McReynolds clerkship, and his subsequent disappointing legal career. Oddly, however, the way the editors use this backdrop essentially belittles Knox. The sketch of Knox's life that the editors do provide suggests that the story of John Knox is probably at least as fascinating - and probably far more useful to consider in its details - than the life of Justice McReynolds. Perhaps some less insensitive legal historians than Garrow and Hutchinson will one day accord Knox a personal history of his own.

Internet Forms & Commentary: A Practitioner's Guide to E-Commerce Contracts & the World Wide Web

Edited by Jonathan B. Wilson & Julia Alpert Gladstone (Chicago, IL: ABA Business Law and Public Utility, Communications & Transportation sections, 2002), 138 pgs. with CD-ROM. $54.95. Order, (800) 285-2221.

Reviewed by Mike Lamb

The estimated 762 million users of the Web rely on the legal infrastructure supporting commerce on the Internet just as residents of any city rely on brick and steel. An experienced group of lawyers has created a handy guide to the vital legal underpinnings of e-commerce in Internet Forms and Commentary: A Practitioner's Guide to E-Commerce Contracts and the World Wide Web. With the guide's help, readers see otherwise invisible infrastructure.

The collaborators assemble a formidable resource for anyone advising clients using the Internet to promote, buy, or sell products or services. Well-written chapters provide flexible blueprints on advertising; licenses for identifying keywords (metatags), links, and content; Web

site development, hosting, and usage; and sales of goods and services through a Web site. Each chapter features a brief introduction to issues, an exemplar legal document, and commentary on each section of the sample document. The authors have also included a detailed and timely chapter on privacy and online data collection.

The speed at which the Web is expanding emphasizes the need for negotiated agreements to bring a measure of order. The guide places useful markers for the practitioner trying to predict outcomes in a loosely regulated Internet that is subject to still-developing standards of jurisdiction and property rights. Two cautions to the reader: 1) the editors acknowledge that "users should watch for inconsistencies when using these forms with each other"; and 2) the accompanying CD-ROM disappoints because it omits the heart of this slim volume - the commentary and the useful links sprinkled throughout it - as a trail for those who want greater detail regarding the intersection of traditional legal principles and the Internet. By omitting Internet links from the CD-ROM, the editors missed a chance to create a better tool. Still, the guide remains useful for building the legal girders needed for Internet transactions.

Enron and Beyond: Technical Analysis of Accounting, Corporate Governance & Securities Issues

Edited by Julia K. Brazelton & Janice L. Ammons (Riverwoods, IL: CCH Inc., 2002). 444 pgs. $75. Order, (800) 248-3248.

Reviewed by David M. Feldman

This book examines the events surrounding Enron from several different perspectives. The book addresses the roles of various external constituencies (independent auditors, investment banks and analysts, financial press, utility lobbyists, government regulators) and internal constituencies (Enron's management and directors, internal auditors, shareholders) in these events. These constituencies are analyzed in the context of accounting standards for internal and external auditors, legal issues (corporate governance, utility deregulation, structured finance, securities regulation and financial disclosure), and legislative and regulatory reforms arising from the Enron matter.

The first chapter summarizes Enron's chronological history and introduces the principals from Enron management and the Andersen accounting firm. Subsequent chapters discuss the Enron matter in the context of specific topics. These topics include derivatives accounting, financial engineering with special purpose entities, accounting issues involving GAAP and GAAS standards, auditor independence, internal auditing standards, utility industry restructuring, corporate governance, executive compensation and employee retirement plans, the role of investment banks and analysts, and Enron's corporate culture and business ethics.

Each chapter provides an overview of the fundamental legal and accounting principles for the foregoing topics, and then discusses these topics in the context of Enron. Certain chapters provide detailed examples to assist understanding of complex topics and include footnotes for additional research. The book's primary focus is to review the legislative and regulatory reforms emanating from Enron and other recent corporate scandals (for example, the various 2002 legislative and regulatory proposals culminating with the Sarbanes-Oxley Act).

This book is a compendium from business school academicians, certified public accountants, consultants, and attorneys. The authors' expertise in several professional disciplines provides distinct perspectives to understand the events surrounding Enron. This book is an excellent reference source, and provides a foundation for understanding the various accounting and legal issues, including legislative and regulatory reforms, arising from the Enron affair.

Megamall on the Hudson: Planning, Wal-Mart, & Grassroots Resistance

By David Porter & Chester L. Mirsky (Victoria, B.C., Canada: Trafford Publishing, 2002). 519 pgs. Order, (888) 232-4444.

Reviewed by Barbara A. Reinhold

As undeveloped land becomes less common, citizens have become increasingly concerned about land use issues within their communities, taking action to keep existing green space undeveloped.

In Megamall on the Hudson, two college professors who became involved in an attempt to challenge land-use decisions made by local officials in a small town in the Hudson Valley region of New York detail the citizens' struggle and the use of grassroots organization to control land use.

The issue was whether to allow a Wal-Mart megamall to be built on the outskirts of Ashbury, New York. It is the age-old conflict between officials and a grassroots citizens organization over who has the right to control development in a small community where development will have a large impact on the town. The authors, as they acknowledge in the book's introduction, do not purport to write an objective scholarly study. Instead, they have written a story about a struggle in which they were personally involved as participants, but with the advantage, as professors who have studied grassroots organization, of professional knowledge as well.

The book gives a lengthy insider's view of how a community grassroots organization forms around a specific issue - here the development of land for commercial use - and gives a good basic look at both legal and community aspects of land development. It is a fascinating chronicle of how one community galvanized its resources to fight for its beliefs.

While the book chronicles an extremely interesting story and gives valuable information for anyone involved in or interested in land-use planning issues, the writing style tends to be academic and can be somewhat tedious at times for a general reader. Luckily, it is possible to skim over the book's more academic and theoretical portions.

Wisconsin Lawyer