Gruntled Employees

The world's shortest employee handbook

We've talked before about HR professionals' and lawyers' propensity to overwrite when it comes to employee policies. (See, for example, "A two-word corporate blogging policy.") We make a lot of money writing personnel manuals for clients. But a question we often ask is: "Do you really need one?" While it's understandable and appropriate for an employer to make sure that its employees know what the rules are, a comprehensive employee handbook with Hammurabiesque (admittedly, not a word you see often) edicts on employee conduct can cause more harm than good.

The most common downside to having a personnel handbook is the risk of unintentionally giving up management rights and creating inadvertent employee contracts (as opposed to "advertent" ones?). Caselaw abounds where companies have written handbooks setting out rules for employees to follow only to have a court conclude that the employer is also contractually obligated to follow the handbook. And many courts have held that the lawyerly disclaimer buried in the introduction ("Management reserves the right to blah blah blah ...") doesn't get the company off the hook.

Another problem with handbooks — this one cited less often — is the creation of an impersonal, rigid structure that encourages employees to "game the system." Employees are smart when it comes to getting what they want. If a policy creates a loophole that allows more time off if you call it "personal time" instead of "sick time," you will see a rise in personal-time usage. This is not my being cynical; this is my recognizing that employees, like all humans, are (often) rational actors.

Finally, a thick manual of dos and don'ts sends a message that you don't trust your employees, or that you consider them wayward children. (By the way, why do people think you pluralize the noun "do" with an apostrophe? You don't. Apostrophes make things possessive, not plural.) Some policies are important to spell out, like how vacation accrues. And some policies are legally mandated, like sexual-harassment policies (in many states). But too many policies are the result of HR and legal types hyperlegislating conduct in the workplace. For example, dress codes or bereavement policies that go on for more than a sentence or two. You're better off without this paternalistic nonsense.

For an example of policies run amok, check out the manual of Alabama Agricultural and Mechanical University. The thing's so long that the table of contents is a set of hyperlinks. Do not read this while driving or operating heavy machinery. Here is the bereavement policy:

Staff members shall, upon request, be granted up to three (3) days annually of bereavement leave for the death of a parent, spouse, child, brother or sister, grand parents [sic], grand parents-in-law, grandchild, son or daughter-in-law, mother-in law, father-in-law, brother-in-law, sister-in-law, step children, children-in-law, aunts, uncles, nieces, nephews, and first and second cousins. Other relationships are excluded unless there is a guardian relationship. Such leave is non-accumulative, and the total amount of bereavement leave will not exceed three days within any fiscal year. If additional days of absences are necessary, employees may request sick or annual leave, after providing an explanation of extenuating circumstances.

What about second cousins once removed? This is what an employee who just lost a loved one should be reading? This is the kind of stuff that gives HR and lawyers a bad name. (By the way, "grand parents" means mothers and fathers who are swell. I think they meant "grandparents.")

Now before my law partners lock me away, I should say that there are situations or workplaces that call for a comprehensive manual. And if a client really feels the need for a handbook, we'll prepare one that protects the client and conveys its wishes without all the silly stuff.

But for the strategic employer who views its workers as its most important asset and wants to promote an atmosphere of professionalism and trust, let me propose the world's shortest employee handbook:

"Respect others."

(Now, wait. Before you accuse me of breaking out the zither and the "Kumbayas," hear me out. As I've said many times before, our roles as HR professionals, employment lawyers, and managers all boil down to the notion of showing employees respect. It says here that disgruntled employees are just gruntled employees who have been dissed. (Convenient, huh?) Employees you don't treat with respect are the ones most likely to sue you (see the discussion on firing employees with "retained dignity"). And I'm not making these pronouncements based on a Pollyannaish view of the world. Instead, I'm making these observations based on 13 years of defending employers from lawsuits. End of self-defense bit.)

Think about it: what policies in your typical handbook can't be distilled into the two words "respect others"?

• Policies about harassment and discrimination and office romance are all about respecting coworkers.
• Policies about trade secrets and computer usage and even attendance are all about respecting the company.
• Policies about dealing with customers or answering the phone or about handling complaints are about respecting the customers.
• Even policies about drugs and alcohol are all about respecting yourself.

Employees who follow this Rule Number One (and Only) will be valuable members of your team. Employees who fail to respect others should no longer be, unless you feel they deserve another chance.

Two words. Think of how much paper you'll save.

I know I'm going to take some heat for this, especially from my own office ("Quit telling people not to hire us, you idiot!"). But I'd love to get a discussion going. Bring it on.

A two-word corporate blogging policy

OK. So your employees have their own blogs. At first, you thought it was cute. A passing fancy. This year's e-fad.

But now you've realized that the blogs are not going away. And what is more, people are reading them. Reading about your company.

You need to do something. You realize that banning the blogs will just make you and your company look bad. But you need some kind of policy, don't you, or who knows what your employees will write?

That clatter you hear is the sound of legal and HR departments around the world frantically typing up corporate blogging policies. Examples abound. Here are IBM's Blogging Guidelines, a pioneering effort. It's pretty good. Here is Sun's policy; it's very good. Hill & Knowlton's is also quite good. Debbie Weil's excellent The Corporate Blogging Book includes helpful resources and advice, as does her top-notch blog, BlogWrite for CEOs.

On the other hand, Harvard Law School's policy reads exactly how you'd expect Harvard Law School's to read. It actually starts off with an apology ("We don’t mean to turn you off from blogging by immediately inundating you with legalese, but we need to make clear our respective rights and responsibilities related to this service.") — then it inundates us with legalese:

By posting your Content using the Services, you are granting Harvard a non-exclusive, royalty-free, perpetual, and worldwide license to use your Content in connection with the operation of the Services, including, without limitation, the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Content, and/or to incorporate it into a collective work.

(Nothing like a 59-word sentence to inspire you.)

But before you go starting a Corporate Blog Policy Task Force and taking meetings with lawyers, consider what you're really trying to accomplish. You probably want to make sure your employee-bloggers aren't sharing company secrets. Duh. You also want to make sure your employees aren't dissing your customers, or each other. And you probably want to make sure that your workers aren't posting compromising pictures of American Idol contestants on the company blog.

How can you accomplish this without inundating the blogosphere with Harvardesque legalese? With this two-word corporate blogging policy:

"Be professional."

If your employee-bloggers are posting the secret-sauce recipe, bad-mouthing customers, or distributing NSFW (not safe for work) art, fire them. And if you're concerned that your employees won't understand what you mean by "be professional," then you have a management problem or an employee problem. Or both.

What would Jack Bauer do? Use plain English

The case for using plain English is being made in other places besides this blog. It even showed up in the season premiere of "24."

In the first episode of Season 6, the President's top advisers are arguing about his orders. The National Security Advisor, Karen Hayes, disagrees with the White House Chief of Staff Thomas Lennox's interpretation of the President's wishes. Lennox is the early frontrunner for this season's unscrupulous White House adviser; Hayes, who previously worked for CTU, appears to be the voice of reason. When Lennox passes along an order that contradicts what the President had said, Hayes calls him on it.

"In plain English," she says, "you're second-guessing the President."

Lennox snarls, "Plain English does not allow for the nuances that my job requires, Karen."

Perhaps lawyers feel the same way, that plain English is inadequate for handling the "nuances" needed for legal writing. They think that legalese allows them to express themselves more precisely, as if talking about "said contract" is more precise than "this contract," or that "two (2) weeks" is more exact than "two weeks."

They're mistaken. As the leading reformer of legal writing Bryan Garner writes in his Dictionary of Modern Legal Usage, the "myth of precision" is one of the greatest problems with legalese:

Traditionally, lawyers have aimed for a type of "precision" that results in cumbersome writing, with many long sentences collapsing under the weight of obscure qualifications. That "precision" is often illusory for two reasons: (a) ambiguity routinely lurks within traditional, legalistic language; and (b) when words proliferate, ambiguities tend to as well.

Plain English is not dumbed-down English. As world-class plain-English advocate and law professor Joe Kimble writes in his essay "Answering the Critics of Plain Language":

As for the notion that plain language is unsophisticated, once again just the reverse is true. It is much harder to simplify than to complicate. Anybody can take the sludge from formbooks, thicken it with a few more provisions, and leave it at that. Only the best minds and best writers can cut through.

So while the Machiavellian Chief of Staff might fear that plain English won't get his point across clearly, he would do well to listen to Jack Bauer, who regularly uses plain English to great effect:

• "The only reason you're conscious right now is that I don't want to have to carry you."
• "When I'm finished with you, you're gonna wish you felt this good again."
• "I'm gonna need a hacksaw."

Hating lawyers around the world?

Since my recent post, "Why businesspeople hate lawyers," I've learned that this isn't just a problem for lawyers in the United States. There's an excellent legal-marketing blawg in Brazil called, unsurprisingly, "marketingLEGAL." (Or maybe it is suprising. Only the title is in English; the blog is in Portuguese.) The blog's author is Marco Antonio P. Gonçalves, a legal-marketing specialist in Rio who is coauthoring a book on the subject. Marco Antonio devoted a recent post to translating my thoughts into Portuguese and expanding upon them. Apparently, lawyers in Brazil face similar problems of popularity, and the trifecta of hourly billing, legalese, and legal-not-business advice are at the root of the problem. (I'm guessing his solution to legalese would not be "plain English." Is there such a thing as "plain Portguese"?)

A note on language: I listen to a fair amount of bossa nova (the Gilbertos, Jobim, Getz), but I don't speak any Portuguese. Fortunately, we have Google to translate foreign-language blogs and webpages. That an online service can instantly convert a webpage into another language with reasonable accuracy is very cool. But it does lead to some amusing false notes. It calls the post "Why business-oriented men do not like lawyers," and it labels "hourly billing" as "collection for the moment." You can read the translation of Marco Antonio's post here.

Working our way across South America, I just got an email from Ivan Cavero, who writes the Peruvian blawg PracticaLegal: Sólo Marketing Legal. (Google's intepreters can give it to you in English here.) Ivan is a legal-marketing trailblazer in Peru, and he came across my post via Marco Antonio's blawg. He's working on a similar post for Spanish readers.

A while back, I heard from Jim Belshaw, a strategic consultant in Sydney, Australia, who writes the excellent and thought-provoking blog, Managing the Professional Services Firm. He's got some good thoughts on work-life balance and associate retention.

Some might be concerned that the problems US lawyers (and their clients) face are shared around the world (or at least, I guess, the Southern Hemisphere). But I find it comforting to know that people like Marco Antonio, Ivan, and Jim are adding to the conversation and helping to find solutions to these problems. So: obrigado, gracias, and ta, mate.

Legalese: code for "assumes the reader is a moron"

In my last post, Why businesspeople hate lawyers, I complained that legalese is one way for lawyers to show off their basic lawyerliness. This sets them apart from their clients, and puts their own interests before their clients'. And what is the defining characteristic of legalese? It is where the writer — a lawyer, or someone trying to act like a lawyer — writes in a way that Assumes The Reader Is A Moron.

Let's call it ATRIAM for short.

Examples abound. For instance, most legal briefs and motions begin like this:

____________________
                                 
John Smith,          
    Plaintiff               

v.

Example Corp., Inc.,
    Defendant
____________________

Defendant Example Corp., Inc.'s Motion to
Compel Production of Documents from
Plaintiff John Smith Pursuant to
Fed. R. Civ. P. 34

Now comes Defendant Example Corp., Inc. (hereinafter, "Defendant"), who moves to compel the production of documents (hereinafter, "the Documents") from Plaintiff John Smith (hereinafter, "Plaintiff" or "Mr. Smith") pursuant to Fed. R. Civ. P. 34 (hereinafter, "Rule 34"). For the reasons stated below ...

*   *   *

Put aside for now the superfluous "now comes" business and the omnipresent "pursuant to" (do lawyers have trouble saying "under"?). Let's talk about the "helpful" parentheticals:

Was the lawyer thinking that the reader — in this case, a judge — wouldn't remember what he or she read ten seconds ago? Is the judge really going to read the caption (which names the parties), read the title (which says what the document is), and then get to the first paragraph and go, "Who the heck is this John Smith? And what is he doing here?"

Journalists don't have this problem. Have you ever read a newspaper article that turns a person into a defined term? Roger Clemens ("Mr. Clemens") struck out eight batters yesterday. After the game, Clemens said ... Would the reader not know who "Clemens" was without the parenthetical? Are sports-page readers smarter than brief readers?

Maybe the lawyer thinks the hereinafter parentheticals are helpful, or perhaps more precise. But in this brief, there's only one Example Corp. and there's only one Smith. The caption identified them, and said who's the plaintiff and who's the defendant. The only time a parenthetical is helpful is when the names are confusing, or when you need to distinguish one "Smith" from another.

In fact, most lawyers write this way because most lawyers write this way. We've been reading briefs and judicial opinions and memos since law school, and we think that's what we're supposed to do. We don't really know why.

But that's not a good enough reason. A lawyer shouldn't write anything without knowing why. By adding the unnecessary parentheticals, the lawyer is sending the ATRIAM message: that he or she assumes the reader is a moron.

More examples to follow ...

Why businesspeople hate lawyers

Oh, they may tell you that they don't. "Hate" is such a strong word, and so forth. But most businesspeople really, really don't like lawyers.

Why?

Three reasons, all of which are related:

1. Billing by the hour
2. Using legalese
3. Giving legal answers instead of business answers

And what do these three things have in common?

They're all examples of lawyers putting themselves first, instead of putting clients first. Hourly billing prices legal services based on the time the lawyer spent, not on the value the client received. What difference does it make to the client whether something took two hours or four hours? Rarely does the client get twice as much value when something takes twice as long (and thus costs twice as much).

Next, lawyers speak and write in legalese to show off that they are, in fact, lawyers. Rather than trying to find the clearest way to communicate with their clients, lawyers fall back on shopworn phrases whose meanings they're not even certain of. "Wherefore, premises considered" — I mean, who really talks like that? Lawyers use legalese the same way doctors and cops use the jargon of their professions — to set them apart from the people they serve. (For more on jargon, see Abandoning jargon "at a high rate of speed.")

Finally, businesspeople ask their lawyers business questions but get legal answers in return. How many of you have asked a lawyer a question about your business only to receive a memorandum on what a statute or regulation or court opinion says. You don't care about the dicta in Smith v. Landingham; you just want your lawyer to solve the problem.

So as we start the new year, lawyers should add to their lists of resolutions three things that put the client first:

1. Price legal services based on the value to the client
2. Use plain English
3. Give clients business answers

For more about putting clients first, read Dan Hull's always-excellent What About Clients? blog. Dan's a lawyer who understands about putting his clients first. His blog's tagline asks the fundamental question: "True service — are we lawyers delivering?" I'm certain that businesspeople don't hate Dan.

Dan started the year off with a terrific list of client-service blogs, which include heavy hitters like Guy Kawaski's How to Change the World and David Maister's Passion, People and Principles. Check out the list here.

Happy New Year!

The FMLA and the MapQuest Defense

Most of you know that the Family and Medical Leave Act only applies to employers with 50 or more employees. And many of you — especially those of you with multiple offices — also know that that this definition extends to all locations within 75 miles. In other words, if you have 30 employees at the main office and another 25 at two other locations, each within 75 miles, then you're over the statutory 50, and the FMLA applies to you.

But do you know what "within 75 miles" means? It might not be what you think.

Kelly Hackworth worked in Progressive Insurance's Norman (Okla.) office as an injury operations manager. She asked for and received FMLA leave to care for her mother. At the end of her leave, Progressive required her to choose between a demotion and a severance package. She sued, claiming that Progressive had failed to return her to her original job after her FMLA leave.

Progressive argued that she was never eligible for FMLA leave in the first place because it didn't employ 50 people within 75 miles of the Norman office. In its Norman and Oklahoma City offices (31 miles away), Progressive employed 47 people. Hackworth argued that its Lawton office was 67 miles away from Norman, and the three additional employees at that office brought the total to the magic number 50.

Not so fast, said the federal district court. Turns out Lawton is 67 linear miles away from Norman — that is, "as the crow flies." But it is 75.6 surface miles away from Norman — that is, the distance your odometer would click off if you drove between the two offices. And while Congress neglected to define what it meant by the phrase "within 75 miles" when it drafted the FMLA, the Department of Labor's regulations defined it as 75 surface miles. The court ruled, and the Tenth Circuit agreed, that the DOL's regulations deserved deference. So Hackworth doesn't get protection under the FMLA because the Lawton office was about a thousand yards too far away.

The moral of the story is that words matter, and it's important to know the proper definitions. And that maybe you should use MapQuest or Google Maps to see if your offices are covered.

The Tenth Circuit decision in PDF form is here. Big shout out to Michael Fox's always-informative Jottings by an Employer's Lawyer, which covered the decision here.

Abandoning jargon "at a high rate of speed"

Great piece in The Washington Post by Mary Beth Sheridan about how the Virgina State Police is dropping the copspeak "10 codes" (like 10-4 for "message understood") in favor of Plain English. The article, "Va. State Police Swap '10-4' For 'Message Understood,'" discusses the problems emergency services have had stemming from the confusing codes.

Everyone who has ever watched television knows what 10-4 means, or that 10-20 (or more often, "What's your -20?" refers to your location. But some of the more obscure codes mean different things to different police forces. Mary Beth reports:

To Arlington police, "10-13" means "officer in trouble." To Montgomery County police, the same code means "request wrecker." Even everyday police commands can get lost in translation: In Alexandria, "10-54" refers to an alcohol sensor. For Virginia State Police, it's livestock on the highway.

And that's the problem with jargon: its users like to think it makes their communications more precise. Instead, it tends to do the opposite. In response to this problem, the Virginia government  decided to replace the 10 codes with Plain English. (Of course, they called it "common language protocol." Old habits die hard.)

This met with some resistance:

But getting rid of 10 codes has met considerable resistance from some officers. At stake are efficiency, safety and professionalism. Not to mention cool.

"The jargon is one of the things that sets the cops apart," said Tim Dees, a former police officer who is editor of Officer.com, a Web site run out of Beltsville. Not that police officers are alone, he noted: As shown by numerous TV shows, doctors and lawyers also love to snap out their jargon.

"It adds," he said, "a certain mystique."

It's not just the men and women in blue. Lawyers are among the worst offenders when it comes to hiding behind jargon — the ponderous, blubbery pseudolanguage known as "legalese". As with cops, lawyers think their jargon is cool and clubby, setting us apart from so-called "nonlawyers." In fact it does set us apart — but not in a good way.

Corporate and HR people are just as guilty as police and lawyers when it comes to jargon. When people start talking about "desiloing" and "knowledge acquisition," they're doing the same thing — hiding behind trendy jargon that makes their message harder to understand.

For a couple of good articles on corporatespeak run amok, check out Carol Hymowitz's "A Guide to the Latest Batch Of Corporate Buzzwords" and Jared Sandberg's "The Jargon Jumble: Kids Have 'Skeds,' Colleagues, 'Needs'" — both from The Wall Street Journal (subscription apparently not required). (Full disclosure: I went to high school with Jared, although I haven't talked to him since. He writes the always-excellent "Cubicle Culture" column in the Journal.)

Jargon is not more precise. When naval personnel say that an incoming aircraft is "CBDR" — meaning "Constant Bearing Decreasing Range" — that is no more precise than saying, "That freakin' plane's gonna hit us!" And the latter statement probably takes a few less milliseconds for our brains to process. Plain English gets your message across faster, and makes it more easily understood.

Now if only cops would stop talking about pursuing vehicles at a high rate of speed ...

More Orwellian rules on writing

Last week, I wrote about George Orwell as an unlikely writing teacher for lawyers, managers, and HR pros. In addition to his six rules for simple writing, his 1946 essay "Politics and the English Language" offers six questions all scrupulous writers should ask themselves:

1. What am I trying to say?
2. What words will express it?
3. What image or idiom will make it clearer?
4. Is this image fresh enough to have an effect?
5. Could I put it more shortly?
6. Have I said anything that is avoidably ugly?

Of course, you don't have to ask these questions, says Orwell:

But you are not obliged to go to all this trouble. You can shirk it by simply throwing your mind open and letting the ready-made phrases come crowding in. They will construct your sentences for you — even think your thoughts for you, to a certain extent — and at need they will perform the important service of partially concealing your meaning even from yourself.

Big Brother might not be watching you, but your readers — your clients, your employees, your shareholders — are paying attention to your words. So should you.

Orwellian lawyers

The adjective "Orwellian" usually refers to an abuse of the English language for political or bureaucratic reasons. George Orwell's Nineteen Eighty-Four is remembered in part for its description of Newspeak, a bastardization of English designed to oppress its speakers and limit their ability to think independently and critically.

Kind of like legalese.

As Rutgers professor William Lutz — himself described as the "George Orwell of the Plain Language Movement" — writes, "Language is power, period. The lesson of Nineteen Eighty-Four is that those who rule the language, rule.... The language of the lawyers, of the politicians, of the intelligentsia, is supposed to make [others] feel inferior."

But calling that kind of language "Orwellian" is ironic. Orwell hated that kind of language abuse. In his 1946 essay "Politics and the English Language," he listed six rules for writing good, plain English. The respected London newsmagazine The Economist starts out its own Style Guide with the six rules. Lawyers, managers, and HR professionals would profit from adopting them:

1. Never use a metaphor, simile or other figure of speech which you are used to seeing in print.


2. Never use a long word where a short one will do.


3. If it is possible to cut out a word, always cut it out.


4. Never use the passive where you can use the active.


5. Never use a foreign phrase, a scientific word or a jargon word if you can think of an everyday English equivalent.


6. Break any of these rules sooner than say anything outright barbarous.

The price of backdating options

Peter Lattman's excellent and informative WSJ Law Blog has this item on the cost of internally reviewing past stock-option grants at Marvell Technology. According to a recent SEC filing, the chairman of the special committee charged with reviewing Marvell's options "receives $2,500 a day for his services as such," plus travel and related expenses.

Three thoughts on this:

1. This is just further support for why a company needs a Chief Talent Officer with a "seat at the table." The CTO, reporting to the CEO, would draw enough water to be able to say, "This is wrong. We shouldn't be doing this." Otherwise, these option decisions get made without the right people knowing about them.
2. How does a company like Marvell know it's getting value for its $2,500 per diem? This leads to the same problems that hourly billing causes: it rewards inefficiency and slower work, and it leads inevitably to a surprise bill at the end. A more-entrepreneurial firm might be able to win some option-review business by saying, "Here's what we're going to do for you, and here's what it's going to cost." The price is then based on the value to the client rather than the number of hours (or days) it takes to do the work.
3. Why is it "per diem"? Can't we just say "a day"? Do we think that if it's in Latin it in must be worth more? "Oh, I'd never pay $2,500 a day. But per diem? Sure!" Unless you're an Ancient Roman, Latin is almost never better.

BTW, Peter has gathered everything you could ever want to know about the stock-option saga here.

Keep it short, stupid

Lawyers love big words. So do people who fancy themselves lawyers (pseudolawyers — you know who you are). But better writing uses shorter words. Churchill — who knew a thing or two about words — famously said, "Broadly speaking, the short words are the best, and the old words when short are best of all." It's not a coincidence that the most common words in English usage are also among the shortest. And the oldest.

The folks at the Oxford Dictionaries have created the Oxford English Corpus to keep track of words in actual usage. The number of words tracked in the corpus is now over one billion (not one billion different words; just one billion words tracked). Using the corpus, the lexicographers can tell how common different words are. The ten most popular are: the (50 million hits), be, to, of, and, a, in, that, have, I. These ten words make up a quarter of all the words used in the corpus.

Of the top 100 words, only three have two syllables: about (45), person (61), and because (94). And most of the top 100 words are from Old English.

Lawyers, on the other hand, tend to use too many multisyllabic Latin-derived words. Terminate instead of fire. Conclusion instead of end. Demonstrate insead of show. But if you want readers to better understand you, use shorter, clearer, more common words.

Let me introduce you to "you"

True story: I went to the brand-new Starbucks next door to my office yesterday — its first day open for business. (Mind you, it's about 300 yards from my usual Starbucks, and less than 100 yards from the one that closed a year ago.) I go in. There's a guy finishing his order in front of me, a couple of others waiting for their coffees in front of him. No one behind me.
The guy in front of me finishes and shuffles over to wait for his drink. The young woman at the register is all smiles. She's the type that probably gets sick of being called "perky" all the time. And then she says, still smiling, "Can I help the next person?"

Just to be sure, I turn to look behind me. There's no one there. I'm absolutely the only person who could be "the next person." It's not like she wasn't sure who would be next, and didn't want to offend someone who really should have been next. It's just me. And she was looking (and smiling) right at me.

So why didn't she just say, "Can I help you?"

I have a theory (and, at long last, a point): People are afraid of saying "you." As if referring to someone in the second person is somehow too informal, or too imprecise.

Lawyers, I'm sorry to say, are the worst offenders. How many employment contracts have you seen that address the rights and obligations of "the employee (hereinafter referred to as 'Employee')"? This of course leads to preposterous pronoun proliferation: "Employee will be allowed to take his/her personal day as long as s/he has worked his/her shift the previous day."

(Please don't do that. Real English words don't have virgules — slashes — in them.)

Unfortunately, HR professionals often drink the same Kool-Aid the lawyers do. Personnel handbooks and policies often contort themselves to avoid saying "you." But there is nothing clearer than saying, "You need to do this. You can't do that." The reader knows who "you" is.

The French have two verbs that mean "to use the second-person-verb form": vousvoyer and tutoyer. English doesn't have one that I'm aware of (little help from you linguists out there?). Maybe we need a "youify" or a "youate." Whatever we call it, lawyers, HR pros, and perky baristas should start doing it.

Pretexting: a lawyer word for lying

H-P General Counsel Ann Baskins resigned yesterday in the midst of the so-called "pretexting" scandal. She signed a severance deal that lets her keep about $3.7 million in vested stock options, accelerates the vesting of another $1 million in options, and indemnifies her for her legal expenses. She then declined to testify at the Congressional hearings investigating the scandal. Some of Baskins's handwritten notes produced at the hearings suggest that she was aware of the pretexting method of obtaining personal phone records.

"Pretexting" is a method of tricking a person into revealing something by using real information to create the appearance of legitimacy. It is a form of social engineering. It is, plain and simple, lying — better planned and cleverer than garden-variety lying. No thoughtful lawyer or executive could believe for a second that it was acceptable behavior. The ongoing investigations may eventually determine what Baskins and other H-P execs knew about the pretexting. In the meantime, the rest of us can take an important lesson from this:

Employees often hurt their companies, and it is understandable and appropriate to be angry and want to do something about it. (In the H-P scandal, confidential information was leaked to the media.) But you can't let your desire for justice (or payback) cloud your judgment. The end here did not justify the means. Do your investigation, fire who you need to — but do it the right way.

And by the way: "pretext" is really a noun, not a verb. Companies and lawyers have to stop turning things into verbs. There's already a perfectly good verb for this conduct: "lying."

For more good coverage on this story, check out Rob Hyndman's technology-law blog and Dan Hull's What About Clients?