New Delaware Decision on Board's Duty of Loyalty in Leveraged Buyout

LexisNexis Corporate & Securities Law Center Staff — Fri, 26 Feb 2010 19:24:47 GMT

In this Emerging Issues commentary, Mr. Bor, Ms. Sheffield, Mr. Simpson and Ms. Sroufe of Perkins Coie LLP discuss a recent decision of the Delaware Court of Chancery in

Glant, Morgan, Landefeld & Reynolds on Congressional Action: Executive Pay

LexisNexis Corporate & Securities Law Center Staff — Fri, 26 Feb 2010 19:15:14 GMT

In this Emerging Issues commentary, Mr. Glant, Ms. Morgan, Mr. Landefeld and Mr. Reynolds of Perkins Coie LLP discuss the Corporate and Financial Institution Compensation Fairness Act of 2009. This proposed legislation requires all publicly traded companies to seek a nonbinding "say-on-pay" vote of shareholders on executive compensation packages annually and in acquisition transactions. New independence standards for c

Drafting Choice of Law Clauses That Cover Non-Contractual Disputes

Timothy Murray — Thu, 04 Feb 2010 17:00:08 GMT

The prevailing view in the United States is that whether a choice of law provision encompasses extra-contractual claims depends on its wording. Parties often draft choice of law provisions in a manner that excludes extra-contractual disputes from their ambit. In drafting choice of law provisions, prudent parties need to consider, and agree on,

McGuirl on Vertical Agreements for the Small-Firm Practitioner

Maureen McGuirl — Mon, 01 Feb 2010 22:46:48 GMT

In this Emerging Issues commentary, Maureen McGuirl discusses conduct that presents antitrust risks for attorneys when reviewing contracts or business practices and otherwise advising clients. Ms. McGuirl sets out a frame work to help attorneys recognize this conduct when considering vertical agreements on price. She writes:

The SEC recently released new proposed rules concerning compensation and corporate governance disclosure for public company proxy statements and other filings. This Emerging Issues Analysis provides a summary of the key components of the proposed rule changes and the SEC's comment requests relating to executive compensation disclosure, as well

Lauer on Effective Attorney-Client Communications

Steven A. Lauer — Mon, 25 Jan 2010 15:51:24 GMT

In the context of the relationship between clients and their counsel, lawyers often forget or fail to apply the communication lessons they learned in law school. In this Analysis, Steven A. Lauer examines miscommunication and lack of communication in the context of business litigation. He writes:

The Securities and Exchange Commission (SEC) via Release 33-9089, effective Feb

Complying with the United State Foreign Corrupt Practices Act

Roger Witten, Kimberly Parker, Jay Holtmeier — Tue, 22 Dec 2009 09:57:43 GMT

Enforcement of the United State Foreign Corrupt Practices Act ("FCPA") has reached record highs in recent years. With this increase in FCPA enforcement attention, companies act at their peril when they do business internationally without a well-developed anti-bribery compliance program. Smaller companies with modest but expanding inte

Awareness Campaigns as an Element of the Compliance Program

Steven A. Lauer — Thu, 17 Dec 2009 14:45:44 GMT

"Effective" corporate compliance and ethics programs

McGuirl on Identifying Antitrust Risks

Maureen McGuirl — Mon, 14 Dec 2009 15:24:44 GMT

In reviewing contracts or business practices and otherwise advising clients, attorneys often must recognize conduct that presents antitrust risks. In this Analysis, Maureen McGuirl provides an introduction to Horizontal Restraints, a key antitrust issue regarding which an attorney without extensive antitrust experience might not be aware. Ms. McGuirl also sets out a frame-work to assist small firm or solo practitioner attorne

Hotlines and Cross Border Issues

Mark Schreiber, Socheth Sor & Theo Godfrey — Wed, 09 Dec 2009 06:56:03 GMT

Whether voluntary or required, whistleblower hotlines create data protection dilemmas that need to be addressed in detailed, updated compliance programs. The implementation of a pan-European hotline is riddled with complexity and numerous steps because there is no one-size-fits-all solution. In this Emerging Issues Analysis, Mark Schreiber, Socheth Sor, and Theo Godfrey discuss some of the traps faced by practitioners and com

Besteiro on Compliance Program Work Plans

Donna Besteiro — Wed, 09 Dec 2009 06:42:11 GMT

A Work Plan is helpful when re-evaluating or updating a Compliance Program to assure that this phase of the life of a Program receives the attention and time required to fulfill the essential tasks necessary to prove that the Program is "effective." In this Emerging Issues Analysis, Donna Besteiro outlines the key components of this very important organizational tool. She writes:

Numerous provisions of the Consumer Product Safety Improvement Act of 2008 (CPSIA) went into effect on August 14, 2009, and the Consumer Product Safety Commission continues to issue new regulations. In this Emerging Issues Analysis, Sheila Millar discusses the compliance issues for manufacturers and retailers of children’s products in this ever changing regulatory environment. She writes:

If a client gives out material, non-public information about his company without first obtaining assurances that the recipient cannot trade in securities using that information, that client may be in breach of his duties to the company.

Nonprofits increasingly use complex corporate structures to affiliate with each other, and the legal profession is just beginning to understand the implications and potential perils arising from dualities of interest. The courts decision in Alliance Health represents an early signpost on what is likely to be a rocky road to the promulgation of

Shareholders and Lost Limited Liability

James L. Carey — Mon, 07 Dec 2009 17:06:34 GMT

Many of your clients may be engaging in behavior that puts their limited liability as owners of a business at risk. Having decided to form a corporation or a limited liability company for their business, many people then engage in risky behavior. There are, however, several areas where you can help your clients protect their personal resources

Shareholder Oppression Actions

James L. Carey — Mon, 07 Dec 2009 10:15:06 GMT

The recent problems in the economy create significant pressures on companies -- pressures that may cause owners to attack each other. When owners of private companies feel they are being mistreated, they often turn to shareholder oppression lawsuits. By understanding a few basic approaches to shareholder oppression lawsuits, you can better defe

New Texas Series LLC Provisions in Texas Business Organizations Code

Daryl B. Robertson — Mon, 07 Dec 2009 09:26:09 GMT

Excerpt:

New amendments have been made to the Texas Busine

The New Amendment to NYSE Rule 452

K & L Gates — Mon, 07 Dec 2009 09:12:50 GMT

Excerpt:

Jack B. Siegel on Yeckel v. Abbott and Nonprofit Executive Compensation

Jack B. Siegel — Tue, 01 Dec 2009 13:50:01 GMT

The compensation paid to senior executives of nonprofits has come under scrutiny, with the spotlight being directed by state charity regulators, the IRS, grantmakers, and members of Congress. In this Emerging Issues Analysis, Jack B. Siegel discusses

On November 10, 2009, the Supreme Court heard oral argument in Hertz Corp. v. Melinda Friend, case to determine an unsettled jurisdictional question that arises in federal courts: for purposes of diversity jurisdiction, where is a company’s principal place of business? That term, which was added to Section 1332 of the USC purportedly to p

Awareness Campaigns as an Element of the Compliance Program

Steven A. Lauer — Wed, 25 Nov 2009 16:43:27 GMT

Article 9, provides that a security interest continues in collateral notwithstanding sale or other disposition of the collateral unless the secured party authorized the disposition free of the security interest. A 2009 Third Circuit opinion faced the issue of whether the secured partys passive acquiescence in the debtors disposition of collater

The Federal Stimulus Packages Impact on Executive Compensation

Laurie E. Leader — Mon, 23 Nov 2009 13:19:19 GMT

While TARPs requirements are technically limited to the most highly paid employees in the companies receiving TARP funds, they promise to have far-reaching implications for executive compensation best practices. This Emerging Issues Analysis discusses the current requirements for executive compensation under TARP, their potential long-range eff

The SEC’s Proposed Revisions to Money Market Fund Rules

K & L Gates — Tue, 17 Nov 2009 16:12:45 GMT

The Securities and Exchange Commission ("SEC'') has proposed amendments to the rules governing money market mutual funds (''money funds'') registered under the Investment Company Act of 1940 (the ''1940 Act'').

Glant, Morgan, Landefeld & Reynolds on Congressional Action: Executive Pay

Drafting Choice of Law Clauses That Cover Non-Contractual Disputes

McGuirl on Vertical Agreements for the Small-Firm Practitioner

Lauer on Effective Attorney-Client Communications

Complying with the United State Foreign Corrupt Practices Act

Awareness Campaigns as an Element of the Compliance Program

McGuirl on Identifying Antitrust Risks

Hotlines and Cross Border Issues

Besteiro on Compliance Program Work Plans

Shareholders and Lost Limited Liability

Shareholder Oppression Actions

New Texas Series LLC Provisions in Texas Business Organizations Code

The New Amendment to NYSE Rule 452

Jack B. Siegel on Yeckel v. Abbott and Nonprofit Executive Compensation

Awareness Campaigns as an Element of the Compliance Program

The Federal Stimulus Packages Impact on Executive Compensation

The SEC’s Proposed Revisions to Money Market Fund Rules

LexisNexis Business: Business

Speed Reading: Ten Issues to Spot in a Public Company Merger Agreement

Without Effective Evaluation, All May Be for Naught

New Legal Duty of Care for Disaster Preparedness for Businesses

Pleading Materiality and Scienter after Siracusano

Classis of Central California v. Miraloma Community Church

A Lawyers' Primer on "Mark-to-Market" Accounting

Materialmen's Liens in Texas

Marten Law: SEC Issues Interpretive Guidance on Climate Change Disclosure Requirements for Public Companies

New Delaware Decision on Board's Duty of Loyalty in Leveraged Buyout