Incorporating Machiavelli into the mergers and acquisitions department

Niccolò Machiavelli

 

Niccolò di Bernardo dei Machiavelli was the Renaissance-era politician, writer, philosopher and name-sake of the adjective “Machiavellian,” frequently used in political discourse to refer to achieving power through cunning, manipulative, cynical, ruthless and immoral means.

“So Nick, thanks for coming in for an interview. We are very interested in having you join our M&A department. I understand that you have been in practice for a number of years. Prior to this, you were an Italian historian, statesman, and political philosopher. Your legal tactics epitomize cunning and duplicity. Even your name conjures up negative thoughts. To be called a Machiavellian lawyer can be the worst form of insult.”

“It is much safer to be feared than loved,” Nick replies.

“Interesting, I see. It really seems that you have one of those ‘rags-to-riches’ type of story. Did that impact you in anyway?”

“He who has relied least on fortune is established the strongest,” Nick says.

“What does not kill me makes me stronger. Yes, I have always liked that approach,” the interview continues. “You became quite active in mergers and acquisitions. Do you have an eye for businesses ripe for a takeover?”

Nick briefly considers the question. “He who does not properly manage this business will soon lose what he has acquired.”

“So looking for a poorly run business seems a good approach. I understand that when you helped your client, Mr. Prince, for your last acquisition, it was a hostile takeover. Did you have to clean house a bit? The directors may have been upset.”

“The prince, with little reluctance, takes the opportunity of the rebellion to punish the delinquents, to clear out the suspects, and to strengthen himself in the weakest places,” he answers.

“Yes, I read that you moved out most of the directors who opposed you. Was this ‘shock and awe’ tactic pivotal?”

“Hence it is that all armed prophets have conquered and the unarmed ones have been destroyed,” he says.

“Well, that is a bit dramatic, but I take your point. I hear you managed to reverse some declared but unearned options for the individual directors. That must have hurt.”

“Men ought to be well treated or crushed, because they can avail themselves of lighter injuries, of more serious ones they cannot; therefore the injury that is to be done to a man ought to be of such a kind that one does not stand in fear of revenge,” Nick declares, crossing his arms with self-assurance.

“Sounds a little harsh, but seemed to work. The new board certainly believed in your new direction. Do you think they will stand behind the new CEO?”

“And thus it is necessary to take such measures that, when they believe no longer, it may be possible to make them believe by force,” he replies.

“Get on the bus, or get under it. That is really tough leadership. And you helped implement some new business plans I understand. How did you view the staff who remained?”

“Because this is to be asserted in general of men, that they are ungrateful, fickle, false, cowardly, covetous, and as long as you succeed, they are yours entirely,” Nick says matter-of-factly.

“You are saying that as long as you are reaching your goals, people are happy. Did you have any problems with management and the new strategies you were suggesting?”

Nick took a deep breath, exhaled and looked at the ceiling, before replying, “There is nothing more difficult to take in hand, more perilous to conduct, or more uncertain in its success, than to take the lead in the introduction of a new order of things.”

“I’m with you on that. Boy, we implemented this new accounting package and the backlash caught everyone off guard. How did the rest of the staff respond to the fast paced changes?”

“In seizing a state, the usurper ought to examine closely into all those injuries which is necessary for him to inflict, and to do them all at one stroke so as not to have to repeat them daily,” Nick says.

“Yes, if you are pulling off a band aid, better to do it all at once … ”

Nick interjects, “For injuries ought to be done all at one time, so that being tasted less, then offend less: benefits ought to be given little by little, so that the flavour of them may last longer.”

“What sort of leadership qualities did the new CEO Mr. Prince have that really stood out?”

“It is unnecessary for a prince to have all the good qualities enumerated, but it is very necessary to appear to have them,” he says.

“Fake it till you make it. Got it. But to be a good leader, do you agree that credibility is one of the most important criteria?”

“It is necessary to know well how to disguise this characteristic, and to be a great pretender and dissembler; and men are so simple,” Nick says, “and so subject to present necessities, that he who seeks to deceive will always find someone who will allow himself to be deceived.”

“I hear you. A leader has to put on a front for staff and can be himself for family and friends. Do you have an open-door policy, you know that speaking truth to power thing?”

“But when everyone may tell you the truth, respect for you abates.”

“I see. Did you implement some sort of bonus retention plan to keep the key staff?”

“He who believes that new benefits will cause great personages to forget old injuries is deceived,” Nick says.

“Ok, so money may not smooth over past slights. Do you have particular ways to discipline staff that may not be following your directions?”

“Leave affairs of reproach to the management of others and keep those of grace in their own hands,” he says.

“Seems like a good idea to pass out the roses yourself, and leave the real dirt to someone else. I know this is confidential. But what can you tell me about any future takeovers?”

“He ought never, therefore, to have out of his thoughts this subject of war, and in peace he should addict himself more to its exercise than in war,” Nick replies.

“Yes, business is like war, and all is fair in love and war. Do you have any guidelines you follow to make your clients a fortune with M&A?”

“Fortune, who shows her power where valour has not prepared to resist her,” he says. “And thither she turns her forces where she knows that barriers and defenses have not been raised to constrain her.”

“Got it. Go for the weakest underbelly. I read something like that in Art of War or something. Thanks for your time Nick, and we will let you know. People certainly are talking about your working approach.”

“Hatred is acquired as much by good works as from bad.”

“Good to know. Have a nice day!”

 

The Cannabis Act

blur-cannabis-close-up-606506.jpg

Sittin’ downtown in a railway station

One toke over the line.

Brewer and Shipley

 

Things surely change. Or at least circle back to where they first started. Of course, I refer to the Cannabis Act, which allows the legal use of marijuana subject to various conditions and regulations. I suggest reading the act before celebrating any newfound freedoms since you need to focus. Speaking of which, this now allows the federal government to focus its legislative powers against an even more addictive, notorious and dangerous drug. Sugar.

 

How will cannabis legalization affect Canadian Society? Recent stats suggest that five million Canadians use cannabis at least once a month. We could expect perhaps a 20% increase after legalization.  This column intends to examine this question over a four part series, more or less depending upon how the home grow-op works out. However, by maintaining focus, we intend to cover the history, the legislation, the potential impacts, and some guessing on what the future might hold.

 

Firstly, how did most of us become so conservative (old-fogie)? Cannabis can be found in various forms throughout various millennia. Cannabis use dates back to at least the third millennium BCE when the plant was valued for its use for fiber, food, medicine and for its psychoactive properties in recreation and religion. Hemp fibers could be found in 10,000-year-old Chinese pottery. For the record, industrial hemp contains far less of the psychoactive drug THC. So like members of the senate, cannabis has been around for a while.

 

In Canada, drug regulation started back in 1908. Here Mackenzie King, then DM of Labour, produced a report, which culminated in the Opium Act. This same King instead partook in spiritualism and mediums to stay in contact with the deceased. Once again showing that drugs were not required for mind-expanding exercises.

 

Shortly after this, a type of moral panic began. Emily Murphy contributed to this panic somewhat through her writing The Black Candle. Some of her writings under the pen name Janey Canuck made their way into McLean’s. Including some dubious stereotypes and questionable anecdotes, she pushed for the cannabis ban. Under the chapter “Marahuna-A New Menace” she points out there are three ways out from the regency of this addiction:

“1st-Insanity, 2nd-Death, 3rd-Abandonment. This is assuredly a direful trinity…”

 

She leaves us on the triceratop’s three-pointed horned dilemma. We would only point out that this appears to be have been written before Canada imported the letter ‘J’ from other members of the commonwealth, and the title bears a striking IP infringement by a later contender…Lucas’ “The Phantom Menace”. We assume no cause of action exists since at least 20 years have passed since its release. Mind you, some still harbour the thought of a legal process to eliminate Jar Jar Binks.

 

Other historians such as Catherine Carstairs question Murphy’s ‘contribution’ towards the war on drugs. More than likely the prohibition came from when the Director of the Federal Division of Narcotic Control returned from the discussion for control of the drug at the League of Nations. This should not be confused with the DC Justice League. Although those superheroes would have a tough time since the drug use problem would appear to be so diffuse. Beyond Superman. Perhaps Wonder Woman?

 

Cannabis finally made the big leagues by being included on the restricted list with the 1923 Narcotics Drug Act. As with all legislation, you would think that this then solved the problem, but use of cannabis continued to grow along with the number of prosecutions.

 

Of course, no discussion of an ethical dilemma would be complete without acknowledging “Tell Your Children!”, or even more regretfully known as “Reefer Madness”. Produced by a church group in 1936 as a morality fable, Dwain Esper purchased the film, and by adding some additional salacious scenes, showed it on the exploitation circuit. Admittedly, I did not even realize that this was a thing until I looked it up. But in any event, critics ranked it as the worse movie ever made. The movie dramatizes how marijuana use leads to madness, murder and mayhem. The movie resurfaced as a satire for cannabis policy reform. The new colorized version now has color of the exhaled smoke reflecting the emotion of the person, green, purple etc. Pretty awesome.

 

In the 60’s, the drug culture surged owing to the hippie psychedelic ethos at time. This conclusion sprung from the Senate Special Committee on Illegal Drugs. Considering what the senate probably looked liked at the time, sprung probably does not capture the situation. You should insert whatever verb comes to mind when a rusty machine attempts to move forward on something. Crank perhaps.

 

The medical case for cannabis made its way in the Ontario Court of Appeal in R v. Parker. The Supreme Court in R v. Malmo-Levine and R v. Caine in 2003 confirmed that the federal government had the authority to criminalize cannabis. This was unanimous which is equivalent to the court saying ‘Of course the feds can legislate this. What have you been smoking?’

 

The decriminalization initiative crept forward with the LeDain report in 1972 suggesting removing criminal penalties. In 2003, Chrétien did attempt to decriminalize possession by legislating that 15 gms and under would only result in a fine. However, this doobie attempt eventually went out. Dubious. I meant dubious.

 

On a bit of a somber note, we need to mention Huxley’s Brave New World. Written in 1931, he writes about a dystopian future based on technology and drugs, particularly Soma. “The perfect drug. Euphoric, narcotic, pleasantly hallucinant, All the advantages of Christianity and alcohol; none of their defects. Take a holiday from whatever reality you like, you come back without so much as a headache or a mythology. Stability was practically assured.” That is great writing. I wish I paid more attention in high school. Sorry Mr. Pratt.

 

In any event, Huxley was not so much writing about cannabis, as about humankind’s ability to be distracted from looking out for tyranny. So perhaps in between partaking, we should keep watching Trump and keep a firmer bloodshot eye on Ford. Notwithstanding.

 

photo by Michael Fischer

 

#cannabis

 

 

Just in the NeoNic of time

bees-bloom-blur-144252Put away the DDT
I don’t care about spots on my apples
Leave me the birds and the bees 
Please! Joni Mitchell 1970.

 

Neurotoxins seem to be on my mind a lot recently. Fortunately, the mammalian blood-brain barrier ensures that this is a figurative as opposed to a literal concern. I refer to neonicotinoids, or neonics. Neonics include a class of neurotoxin pesticides in the nicotine family. Yes, this is the same chemical you used to see advertised in those cancer sticks.

Neonicotinoids interfere with neuron pathways and bind to nicotinic receptors, which then causes paralysis and death, but fortunately they are far more selective to insects. Recently, neonics became the focus regarding the collapse of bee colonies and other pollinators. Neonics provide a cute handle for this type of insecticide, almost like a small, programmable robotic toy you would get for your children — or perhaps your own inner child.

Neonicotinoids are the most common pesticides in use today. Most farmers do not seem to be given a choice these days since neonics coat almost all corn and canola seeds planted in North America. The upside and downside seems to be that these pesticides are highly water-soluble and systemic. This means that they can be taken up through the plant’s entire vascular system to combat pests.  The downside includes going down into the groundwater. Neonics have begun to show up in places where they should not.

Neonics have a short life of approximately 39 days when exposed to the sun and are not considered toxic for mammals. They are highly toxic to insects and aquatic animals such as crustaceans and fish. If neonics seep into the groundwater and are not exposed to sunlight, they can exist for up to three years. This may be sufficient time for them to reach aquifers. This can also allow them to reach wetland and impact invertebrates. With a three year time lag, we may start to see some more cumulative effects.

Other pollinators such as bees can take neonic-infused pollen and carry it back to the hive. The impact of the low-level neonics creates much debate. Some groups point to the overall increase in the number of hives in Canada as illustrating that there are no problems. Others can point to the colony collapse disorder. If neonics do not cause this directly, could they then be creating the tipping point for other problems to overwhelm the hive? The grain of pollen that broke the colony’s back so to speak.

Considering the potential risks, pesticide approval falls to Health Canada under the Pest Control Products Act and its regulations with the Pest Management Regulatory Agency. The act requires reasonable certainty that the pesticide poses no safety risks, including to the environment. The PMRA can request additional data from the registrant and this allows a pesticide to be conditionally approved while additional information is obtained. I suppose conditional can depend upon your situation. Conditional on financing could mean a couple of weeks. Back in high school, you could borrow the car on condition you get it back by 11 pm. The same day. If my folks said I could have the car on condition I get it back to them in a decade, albeit with the tank full, I would think that was pretty much permanent.

The question then becomes when does conditional seem like final? Back in 2016, Ecojustice commenced an application for judicial review of the PMRA’s conditional approval of the two previously mentioned neonics. This conditional approval has continued to be rolled over for more than a decade. Accordingly, Ecojustice commenced action against two registrant companies and Health Canada as saying the decisions were outside the parameters of the legislation. The respondents attempted to dismiss the action on the basis that the 79 decisions of the PMRA on these pesticides should be time barred. They also claim that the applicants had alternative routes to deal with the PMRA decisions. The respondents brought an application to dismiss and a further appeal. Ecojustice prevailed at both levels. This has taken two years and the matter has now been set down to be heard on the merits. Although the courts may not be the best place to go through reams of scientific data.

As the matter slowly winds through the PMRA and the courts, the concern arises as to whether we are better off with the neonics we know. If the application did prove successful or if the PMRA finally decided after several years that neonics were not safe, would the alternatives be worse?

Scott Pruitt, the previous head of the U.S. Environmental Protection Agency, made many impactful decisions. One was to remove the ban on chlorpyrifos, an organophosphate neurotoxin that is even less selective than the neonics being discussed, notwithstanding that EPA scientists concluded the pesticide caused significant health consequences. If neonics appear to be the cute programmable robot neurotoxin toy you buy, organophosphates present more along the lines of the lawn darts that you have at the cottage.

Remember DDT? It was another neurotoxin that did not have any selectivity when it came to eradicating pests. DDT opens the sodium ion channels in neurons, causing them to fire spontaneously, which leads to spasms and death. By 1945, DDT was available for public sale in the US. DDT’s impact became apparent with Rachel Carson’s Silent Spring in 1962 where she documented industry’s indiscriminate use of pesticides. After a public outcry and the near extinction of the bald eagle, it was finally banned in 1972.

In response to stress to pollinators, Ontario created the Pollinator Health Action Plan to safeguard against high mortality of wild and managed pollinators. Although some groups point to the fact that there are now more bee colonies than ever, the other side of this fact is that winter honeybee mortality reached 58 per cent in 2014. This is another case where you can always find a statistic to support your case.

This high mortality rate can be an extremely risky number considering that nearly $900 million in Ontario crops rely upon pollinators. Part of the action plan includes using neonics-treated seed only where there is a demonstrated need to deal with pests. This gets us back to avoiding the ‘indiscriminate use’ of pesticides.

Europe always appears to be the trendsetter. The European Union acted upon neonics and banned them several years ago. It determined that the impact on bee populations and pollinators in general justified the ban.

The EU relies upon the precautionary principle in some areas of the law. This principle states that, in the case that there is any doubt about the safety of a chemical or action, then policy-makers should use their discretion and use precautionary measures to safeguard human health and the environment. There are many international treaties that incorporate this principle as a necessary application.

The Federal Sustainable Development Act does include the precautionary principle in that where there are threats of serious or irreversible damage, lack of full scientific certainly shall not be used as a reason for postponing cost-effective measures to prevent environmental degradation. This principle needs to be more strongly considered for neonicotinoids.

 

 

Pixabay

+Source: pixabay.com

 

 

 

 

 

 

 

 

 

 

 

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The Pan-Canadian Framework on Clean Growth and Climate Change-The Ontario Controversy

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The federal government created an eloquent solution to the problem of carbon emissions and climate change. Their backstop GHG Act allows the provinces to create a number of homegrown solutions in order to deal with emissions within their own jurisdictions.

Ontario created perhaps the best and most integrated solution to the problem of emissions. The Ontario Climate Change Mitigation and Low-Carbon Economy Act, 2016 (the Ontario Act) established a standard cap and trade system described in the earlier article. In addition, the system integrates with the Western Climate Initiative (WCI) which provides access to an even greater market to buy and sell the most cost effective carbon credits.

The Ontario system compared a number of policy alternatives in its Five Year Climate Change Action Plan. The most cost effective alternative used the existing cap and trade system integrated with WCI. The policy concluded that the existing system would result by the year 2020 in a carbon charge of $18 in 2016 dollars.

We previously described how the federal government uses a solid constitutional ground to establish a national carbon charge. Ontario intends to argue against this ground with all available resources. This would provide great relief to Saskatchewan in its intent to also contest the GHG Act. The other provinces may follow suit, but from a risk management perspective Ontario and Saskatchewan businesses would be prudent to prepare for the federal carbon tax of $20 tonne in 2019 and establish the necessary processes and infrastructure now.

The Ontario government appears to be in the enviable position of avoiding the political cost of pricing carbon and can throw the entire responsibility on the federal government. Instead of businesses and consumers facing a potential Ontario based $18 cost per tonne of carbon by 2020, they will have the federal government’s $50 tonne instead. Interestingly, the Ontario government would be receiving greater revenues under the federal system.

The federal system would also be revenue neutral, but the Ontario government would not be as constrained in the use of the revenues. They still might model the innovations and adaptations outlined in the Ontario Climate Change Action Plan, but there is no indication that they plan to do so. Indeed, the funds could go directly back to the entities paying the tax. The carbon pricing signal would be lost, and Ontario would have lost a tremendous opportunity to invest in other innovations to shift into the low carbon economy.

However, Ontario regulated entities purchased $2.8 billion worth of credits already. Ford appears to be pleased that companies would not have to incur these costs in the future. The costs under the carbon tax would be even greater. The federal government would likely not be in a position to reimburse Ontario businesses the cost they have for purchasing credits that may extend as far as 2021. These revenues would have likely gone to the Ontario government and a portion to the WCI. The revenues generated in Ontario would have flowed mainly towards funding the various emissions reductions programs.

WCI does not provide information as to whether Ontario was a net purchaser or seller of carbon credits. An estimate by Ontario’s auditor general Bonnie Lysyk estimated that in 2016 that Ontario businesses would have to pay $466 million for WCI facilitated allowances.

Under section 33 of the Ontario Act, the Minister may retire emission allowances from circulation or may cancel Ontario emission allowances in accordance with the regulations in such circumstances as may be prescribed.  A less confrontation approach would simply be to conclude the Ontario Cap and Trade program naturally. Businesses would likely have no further need for these emission allowances since the province would no longer need to cap the level of emissions coming from the regulated industries.

Effective July 3rd, 2018 the provincial government revoked the cap and trade regulation, prohibiting all trading of emission allowances. Their Carbon website does not provide any further helpful information. The GreenON rebate program will be wound down, but the program will honor arrangement where contracts were signed before June 19th, 2018 for work to be completed by October 31st, 2018.

Ontario contemplates formation of a fund to invest in emission reduction technologies. With the dismantling of the Ontario Cap and Trade, The federal government intends to review the $420 million transfer to Ontario under the Low Carbon Economy Leadership fund.

Since the federal carbon charge is a separate type of system, we would anticipate business having to pay and collect this amount commencing January 1st, 2019. We would also anticipate the carbon tax running concurrently with the no longer required but already purchased carbon credits by Ontario regulated entities.

#pan-canadian

#emissions

photos

Tookapic

+Source: stock.tookapic.com 

 

The Pan-Canadian Framework on Clean Growth and Climate Change

arid-climate-change-clouds-60013This is the third article dealing with Canada’s legislation on climate change.

 

As previously discussed, Canada’s GHG Act contains two mechanisms for pricing carbon. The first involves straight taxation. The second mechanism uses cap and trade.

In a cap and trade system, the government sets carbon emission caps on the regulated sectors. The government then issues certain emission allowances by an auction process. Those businesses purchase the allowances to allow for a certain amount of carbon emissions. If the business exceeds those levels of allowances, then it has to pay a charge on the excess. However, if it is able to reduce its level of emissions to below the level of allowances, it can trade those allowances to other businesses requiring them. The government in charge of the cap and trade system then simply reduces the amount of allowances issued for each time period. The economy then reduces its overall carbon emissions.

The difficulty with a national cap and trade system would be the federal government’s potential lack of jurisdiction to issue such a system. The government’s solution involved creating the first mechanism, the carbon charge, which clearly falls into its ability to legislate. The cap and trade system becomes merely an add-on. This flexibility for the carbon charge then would justify this second mechanism.

The GHG Act allows the provinces to implement their own tax system or cap and trade system. The provincial systems must plan to achieve a certain level of emission reductions in order to be comparable to the same results that would have been achieved by the federal system. If the planning objectives are comparable, then the federal system does not apply. This achieves the ‘backstop’ type of legislation where the provinces retain sufficient authority to develop their own homegrown process for emission reductions.

A cap and trade system possesses numerous pros and cons. For example, this system shows historical success. The sulphur dioxide trading system reduced emissions to alleviate acid rain impacts. The system produced actual and substantial reductions in sulphur dioxide over a short period of time.

The European Union Emissions Trading System for carbon initially appeared to be substantially less successful. The government issued far too many emission allowances which substantially reduced their value. Businesses did not have to modify their operations in order to meet their emission caps. Presently, the EU’s $38 billion annual carbon market now seems to be operating the way intended and carbon prices have more than doubled in the past year.

A cap and trade system can result in real reductions of carbon emissions. Meanwhile, a carbon tax can simply be paid by a business as a cost of doing business instead of it trying to reduce its emissions. However, the B.C. carbon tax systems does appear to have resulted in an overall reduction of emissions from 2008 to today’s date. Ontario’s recently introduced cap and trade system required time to prove itself.

Ontario’s first 2017-2020 compliance period allowed some eligible capped emitters to receive emission allowances free of charge. This was to make the transition easier and make the system manageable for companies with competitors in jurisdictions without a carbon price. Allowances were not to be given free of charge to fuel suppliers/distributors, electricity importers and electricity generators. The rate of allowances was to be decreased over time at a rate of 4.75% per year for combustion emissions starting in 2018.

Partnering with other cap and trade systems can result in even greater savings. Ontario signed on with the Western Climate Initiative. This Initiative includes California and Quebec. Other governments had joined in, but dropped out of the Initiative. Nova Scotia recently indicted its intent to join.

The theory of comparative advantage shows that where a country has a lower opportunity cost, it can produce less expensive emission credits and this can result in a greater economic return for all countries involved. This allows countries to specialize in emission credits where they have comparative advantage.

Being involved with international trading provides organizations with the ability to source the least expensive emission credits. This somewhat resembles a free trade agreement where funds leave one jurisdiction and emission credits come back. Some politicians criticize such an arrangement which drives investment out of the country. However, business have the ability to source the least expensive emission credit to reduce its expenses and meet its overall emission cap.

Ontario recently indicated its intent to withdraw from the Initiative. Its agreement states that it has to provide one year’s notice. The Initiative then blocked Ontario businesses from any future auctions of emission credits. This prevented these business from dumping all of their credits and negatively impacting the value of credits.

 

In the next article, we shall examine the Ontario situation.

 

photo by

Pixabay

+Source: pixabay.com

 

 

 

The facts, they are a changin

pexels-photo-204366.jpeg
It was a dark and stormy night. Or rather, the night darkness concealed the source of the intense storms. That seems much better. My wife and I waited for the storm to pass that evening before setting off to walk the dogs. The reflection of the street lights glistened off the wet streets.

All down the street, I could see small ridges. Upon closer examination, I could see that there were literally hundreds of night crawlers stretched out perpendicular to the road. The road friction made them stretch out to a tortured length of about a foot and a half. Normally plump, this condition thinned them out considerably. Night crawlers are earth worms on steroids.

Feeling some form of compassion for this Lumbricus terrestris, I started to scoop them up and toss them back on to the grass. Some worms can survive being cut in half but being half squashed flat by a truck did not seem very survivable to me.

Now, under normal conditions worms produce a fair bit of mucus. Adding torrential rains to that seems to add to mucus production as the worm exodus continued. I started to regret my misplaced compassion and tried to distance myself from my emotions. My wife just simply distanced herself.

I assumed the common knowledge that during intense rain storms worms attempt to escape drowning in their burrows. However, they breathe through their skin which needs moisture. So there may be a number of other reasons why they engage in such risky behavior of stretching themselves out on a busy road.

One good reason would be migration. Lots of rain would allow them to move great distances. However, half of them moved from the south to the north, while the other half moved from north to south. But, hey, they’re worms. The grass always seem more organic filled on the other side of the street it is said.

An interesting phenomena occurs when you experience a situation and learn some new facts about it later. I learned that another good reason worms travel is that they want sex. My recollection of the event now includes an added ‘ewww’ quality to it. And what better time to find a mate than when everyone else is stretched out in the same area. We have a beach here that seems to serve the same purpose for humans.

Although worms are hermaphrodite, male and females together, they cannot reproduce solely by themselves. They need a mate. I must have cast aside, and severely disappointed, several dozen night crawlers. Destined now to remain virgins they’re probably bitter. Unless that was going to be their choice anyway, and so that is perfectly ok.

This sex migration behavior can bring down planes. After a rain, worms like to stretch out wherever they can, including airport runways. Worms do not get sucked into turbines, but the birds coming to eat the worms can be. Particularly the flocking birds like gulls which tend to ignore whatever happens around them when they fight over food. So airport authorities tend to use fungicides to reduce worm populations.

Night crawlers contribute to the US current account deficit! Some politician should complain about this. If nothing more than the neat optics it provides. “Congress needs night crawler NAFTA negotiations!” Apparently $20 million of night crawlers are exported to the US each year with little or no USA content. A few years ago, the price leapt from $35 per thousand worms to $80 per thousand. Economics 101. Supply was tight, and owing to inelasticity of demand, prices skyrocketed. Worm futures may not have the panache of Tesla stock, but you would have made a fortune otherwise.

Fact